Renaissance BioScience Corp. and Timeless Capital Corp. Announce Terms of Private Placement
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TIMELESS CAPITAL CORP. AND RENAISSANCE BIOSCIENCE CORP. ANNOUNCE TERMS OF PRIVATE PLACEMENT IN CONNECTION WITH QUALIFYING TRANSACTION
CALGARY, ALBERTA – February 27, 2023 – Timeless Capital Corp. (“Timeless” or the “Corporation”) (TSXV: TLC.P) and Renaissance BioScience Corp. (“Renaissance”) are pleased to announce the proposed terms of a brokered private placement targeting gross proceeds of a minimum of $3,600,000 and up to $5,000,000 of units of Renaissance (“Units”), with the ability to increase the offering to such amount as may be agreed to by Renaissance and the Lead Agent, to be completed in connection with and as a condition to the proposed business combination of Timeless and Renaissance (the “Transaction”), which Transaction is intended to constitute Timeless’ Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (“TSXV” or the “Exchange”). For further details relating to the Transaction, please refer to the Corporation’s news release dated January 25, 2023.
Renaissance has entered into an engagement letter (the “Engagement Letter”) with iA Private Wealth Inc. (the “Lead Agent”) as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”) in connection with a brokered private placement offering at a price of $0.45 per Unit to raise, on a best efforts basis, targeting gross proceeds of $5,000,000, subject to a minimum of $3,600,000 and the ability to increase the offering beyond $5,000,000 to such amount as may be agreed to by Renaissance and the Lead Agent (the “Offering”). Renaissance has also granted the Lead Agent an option to increase the size of the Offering by up to an additional 15%, exercisable prior to the closing of the Offering. Each Unit (after giving effect to a three for one Renaissance share split) entitles the holder to one common share of Renaissance and one common share purchase warrant of Renaissance exercisable at a price of $0.65 per share for a term of 24 months. Each Renaissance common share and warrant issued pursuant to the Offering will be exchanged for one common share and one warrant of the Corporation (after giving effect to a 2.14:1 Timeless share consolidation) pursuant to the terms of the Transaction. The closing of the Offering is conditional on the satisfaction or waiver of all conditions precedent to completion of the Transaction and the receipt of all required shareholder and regulatory approvals relating to the Transaction including conditional approval of TSXV.
The Offering will be conducted pursuant to the terms of an agency agreement to be entered into among Renaissance and the Agents. Renaissance has agreed to pay the Agents a cash commission equal to 8% of the gross proceeds of the Offering and to issue that number of broker warrants equal to 8% of the number of Units sold under the Offering (each a “Broker Warrant”). Each Broker Warrant will be exercisable to purchase one Unit at a price of $0.45 per Unit for a period of 24 months from the closing of the Transaction. The cash commission and the number of Broker Warrants will be reduced to 4% on proceeds from purchasers on the president’s list.
The net proceeds of the Offering will be used for research and development activities to advance Renaissance’s yeast-RNAi production and delivery technology for biopesticides, general corporate and administrative expenses and working capital needs.
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:
Timeless Capital Corp.
Fahim Gadallah, CEO
Phone: (604) 248-2080
Renaissance BioScience Corp.
Davona Walton, CFO
Phone: (604) 822-6499 ext. 3102
iA Private Wealth Inc.
Jeret Bode, Managing Director, Investment Banking
Completion of the Transaction is subject to a number of conditions, including without limitation, Exchange acceptance and obtaining all shareholder approvals. 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.
There is no assurance that a definitive agreement for the Transaction will be successfully negotiated or entered into and there is no assurance that the Offering will be completed.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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.
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 anticipated completion of the Offering on the terms described herein and the use of proceeds of the Offering; the Transaction and certain terms and conditions thereof; the business of Renaissance; the split of the Renaissance Shares and the ratio thereof; the consolidation of Timeless shares and the ratio thereof; the exchange ratio for the Renaissance securities; shareholder, director and regulatory approvals; and future press releases and disclosure. 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: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director 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, neither Timeless nor Renaissance assume any 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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