Ms. Davona Walton of Renaissance reports

TIMELESS CAPITAL CORP. AND RENAISSANCE BIOSCIENCE CORP. ANNOUNCE REFINANCING OF SECURED CONVERTIBLE DEBENTURES AND REDUCTION OF MINIMUM CONCURRENT FINANCING

Timeless Capital Corp. and Renaissance BioScience Corp. have closed the non-brokered refinancing of the company's existing $5-million principal amount of 12 per cent secured convertible debentures maturing on June 30, 2023. Pursuant to the refinancing, the company issued a first tranche of $5.56-million principal amount of 15 per cent secured convertible debentures maturing on June 30, 2025. Holders of the existing debentures either exchanged their existing debentures for new debentures or 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 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 to receive final approval of the company's previously announced business combination with Timeless. Completion of the transaction remains subject to the company completing its previously announced brokered private placement of units for minimum gross proceeds of $2.7-million. For further details relating to the transaction and the concurrent financing, please refer to Timeless's news release dated April 24, 2023, and further details in this press release below.

Refinancing summary

In connection with the refinancing, the holders of existing debentures were offered the refinancing terms, and any existing debentureholders which elected for repayment at June 30, 2023, were replaced by new subscribers, all being existing shareholders of the company who wished to increase their investment in the company. In addition, the company's board of directors approved an increase to the principal amount of the outstanding convertible debentures to $5.75-million to provide the company with additional working capital.

Under the terms of the refinancing, existing debentureholders exchanged their existing debentures, and new debentureholders subscribed for an aggregate of $5.56-million principal amount of new debentures. Interest accrues on the new debentures at a rate of 15 per cent per annum, payable quarterly up to and including the maturity date of June 30, 2025. In addition, each $1,000 principal amount of new debentures entitles the holder to 740 common share purchase warrants of the company for a total of 4,114,400 warrants. After giving effect to a three-for-one share split, which is to become effective prior to completion of the transaction, each $1,000 principal amount of new debentures would entitle the holder to 2,220 warrants for a total of 12,343,200 warrants. The remaining principal amount of new debentures available to be subscribed totals $190,000, which, if closed, would result in the issuance of an additional 140,600 warrants of the company preshare split (421,800 warrants postshare split).

The principal amount of the new debentures is convertible into common shares of the company at the option of the holder for $1.35 per common share preshare split (45 cents postshare split) if converted before the extended maturity date, and the warrants are exercisable into one common share of the company at $1.35 per common share preshare split (45 cents postshare split) for up to 24 months after the company completes a go-public event such as the transaction. The new debentures would be convertible into an equivalent number of common shares of Timeless after giving effect to the transaction, and the warrants would be exchanged for warrants of the resulting issuer having equivalent terms.

The new debentures are secured by all the issued and pending patents for the company's acrylamide-reducing-yeast (ARY) technologies and the revenues generated by the company, or its subsidiaries, from commercial agreements using ARY technologies. The new debentures include a provision which allows for the company to repay all or a portion of the new debentures before maturity, at which point it shall pay the holder an early redemption premium on the principal amount equal to 10 per cent for redemptions occurring from July 1, 2023, to June 30, 2024, and 5 per cent for redemptions occurring from July 1, 2024, to the extended maturity date.

Concurrent financing

The company is in the process of completing its concurrent financing of a private placement of units prior to finalization of the transaction with each unit entitling the holder to one Renaissance Class B share and one Renaissance Class B warrant exercisable at a price of 65 cents per share for a term of 24 months from the closing of the transaction as more particularly described in the filing statement (as defined below).

Subsequent to the issuance of the filing statement, the company determined to reduce the minimum amount of the concurrent financing from $3.6-million to $2.7-million, based on a review of the total estimated available funds and expenditures required to achieve near-term business objectives. Should the company close on the new minimum concurrent financing, it is anticipated that the company would have to operate at a lower burn rate, which may impact the timing of the achievement of certain projected milestones (as defined below).

The maximum concurrent financing amount remains at $5-million or any other such amount as agreed between the company and the agent, pursuant to the terms of the agency agreement. Each RBSC Class B share and RBSC Class B warrant issued pursuant to the concurrent financing will be exchanged for one Timeless common share and one warrant of Timeless pursuant to the terms of the transaction.

Filing statement

On May 12, 2023, in connection with the transaction and pursuant to the requirements of the exchange, Timeless filed a filing statement on its issuer profile on SEDAR, which contains relevant details regarding the transaction, Timeless, Renaissance and the resulting issuer upon completion of the transaction. The following information is intended to update the information previously disclosed in the filing statement from the refinancing and reduced minimum concurrent financing.

Pro forma consolidated capitalization

An attached table outlines the expected pro forma share capital and loan capital of the resulting issuer as at Dec. 31, 2022, on a consolidated basis, after giving effect to all steps contemplated in the transaction, including the share split and refinancing, based on the pro forma financial statements contained in the filing statement.

Fully diluted share capital

An attached table sets forth the fully diluted share capital of the resulting issuer after giving effect to all steps contemplated in the transaction.

Estimated available funds

Upon completion of the transaction, assuming the minimum gross proceeds from the concurrent financing and after giving effect to the refinancing, the resulting issuer is expected to have available funds as set forth herein.

Principal purposes

The principal purposes of the total estimated available funds of the resulting issuer at May 31, 2023, are set out herein.

Milestones

Within 12 months following the completion of the reduced minimum concurrent financing, the company anticipates working toward several milestones.

For more information on the various risk factors which may cause the future development and operating results to differ from those expected, please refer to the filing statement.

Prior sales

Since the date of the information recently disclosed in the filing statement, certain shares, or securities convertible into shares, have been issued by Renaissance or RBSC Holdco.

Options to purchase securities

An attached table sets out certain information in respect of options to purchase securities of the resulting issuer that will be held upon completion of the transaction.

About Renaissance BioScience Corp.

Renaissance is a leading bioengineering company based in Vancouver, B.C., whose platform technologies are used to develop innovative, market-ready, functional micro-organisms 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 and beverage, agriculture crop protection, animal and human health, and energy.

About Timeless Capital Corp.

Timeless is a capital pool company 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.

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