VANCOUVER, BRITISH COLUMBIA – June 30, 2023 –Renaissance BioScience Corp. (“Renaissance” or the “Company”) and Timeless Capital Corp. (“Timeless”) (TSXV:TLC.P) are pleased to announce the close of the non-brokered refinancing (“Refinancing”) of the Company’s existing $5,000,000 principal amount of 12% secured convertible debentures maturing on June 30, 2023 (“Existing Debentures”). Pursuant to the Refinancing, the Company issued a first tranche of $5,560,000 principal amount of 15% secured convertible debentures maturing on June 30, 2025 (“New Debentures”). Holders of the Existing Debentures either exchanged their Existing Debentures for New Debentures or they were repaid with the proceeds from the sale of New Debentures to other subscribers.

Completion of the Refinancing of Existing Debentures is to satisfy a requirement of the TSX Venture Exchange (“TSXV” or the “Exchange”) that the Resulting Issuer (as defined below) have sufficient working capital and financial resources to execute its business plan for a period of 12 months following listing and was therefore a necessary step in order to receive final approval of the Company’s previously announced business combination with Timeless (the “Transaction”). Completion of the Transaction remains subject to the Company completing its previously announced brokered private placement of units for minimum gross proceeds of $2,700,000 (the “Concurrent Financing”). For further details relating to the Transaction and the Concurrent Financing, please refer to Timeless’ news release dated April 24, 2023 and further details in this press release below.  

About Renaissance

Renaissance is a leading bioengineering company based in Vancouver, British Columbia whose platform technologies are used to develop innovative, market-ready, functional microorganisms that provide cost effective solutions to a broad range of environmental, health and industrial efficiency problems. Renaissance technologies create products for multiple end-use industries, including food & beverage, agriculture crop protection, animal and human health and energy.

About Timeless Capital Corp. 

Timeless is a CPC that completed its initial public offering and obtained a listing on the Exchange in October, 2018 (trading symbol: “TLC.P”). It does not own any assets, other than cash or cash equivalents. The principal business of Timeless is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a qualifying transaction in accordance with the policies of the Exchange.

For further information, please contact:

Renaissance BioScience Corp. Davona Walton, CFO

Phone: (604) 822-6499 ext. 3102

Email: dwalton@renaissancebioscience.com

Cautionary Notes

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the New Debentures in the United States. The New Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

Completion of the Transaction remains subject to a number of conditions, including without limitation, Exchange acceptance and completion of the Concurrent Financing. 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 filed in connection with the Transaction and the supplemental information set forth herein, 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 contained in this press release with respect to Renaissance and Timeless was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Forward Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the anticipated completion of the Concurrent Financing; the use of proceeds of the Refinancing and Concurrent Financing; pro forma consolidated capitalization; fully diluted share capital; estimated available funds and principal purposes; the development of the business of Renaissance. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: future demand for Renaissance’s products; the results of research and development activities; access to capital; general business, economic, competitive, political and social uncertainties; the delay or failure to receive third party or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Renaissance assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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

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