Timeless Capital Corp. — Management Reports 2022

Apr 28, 2022

Timeless Capital Corp. Management Discussion and Analysis For the period ending December 31, 2021

Timeless Capital Corp. Management Discussion and Analysis Period ending December 31, 2021

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s financial statements and notes thereto for the year ended December 31, 2021. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of Timeless Capital Corp. (“the Corporation” or “Timeless”), and was approved by the Board of Directors on April 28, 2021. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Corporation’s management, are intended to identify forward-looking statements. Such statements reflect the Corporation’s forecasts, estimates and expectations, as they relate to the Corporation’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. There can be no assurance that it will be completed as proposed or at all. The Corporation does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments unless required by law.

Description of the Business

The Corporation was incorporated under the Business Corporations Act (Alberta) on August 2, 2018 with the intent to being classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) corporate finance manual. The Corporation has no assets other than cash held in trust. The Corporation proposes to identify and evaluate potential acquisitions or businesses, and once identified and evaluated, to negotiate an acquisition or participation subject to regulatory and, if required, shareholders’ approval.

The Corporation operates from its primary office in Calgary, Alberta, Canada. Its registered head office is located at 1900, 520 3[rd] Avenue S.W., Calgary, Alberta T2P 0R3.

Selected Financial Information

The Corporation was incorporated under the Business Corporation Act (Alberta) on August 2, 2018 and December 31[st] is the date of its fiscal year end.

The following selected financial data is derived from the financial statements of the Corporation prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards.

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Timeless Capital Corp. Management Discussion and Analysis Period ending December 31, 2021

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Selected Statement of
Financial Position Data
Period Ending Period Ending Period Ending
December 31, 2021 December 31, 2020 December 31, 2019
Cash $24,848 $169,487 $249,314
Cash held in Trust $75,000 $0 $0
Total current assets $106,515 $173,097 $249,853
Total current liabilities $17,530 $12,072 $7,752
Deposit $75,000 $0 $0
Total shareholders’ equity $13,985 $161,025 $242,101
Selected Statement of Operations Data
Period Ending Period Ending Period Ending
December 31, 2021 December 31, 2020 December 31, 2019
Expenses -$147,040 -$81,076 -$111,974
Net loss for the period -$147,040 -$81,076 -$111,974
Basic loss per share -$0.05 -$0.03 -$0.04
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The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the period ending December 31, 2021 the Corporation recorded a net loss of $147,040 consisting of professional and public company fees.

Liquidity, Capital Resources, and Outlook

As at December 31 2021, the Corporation had working capital of $7,318.

Timeless and Brane Inc. (“Brane”), a blockchain innovation company, entered into an arm’s length binding letter of intent (“Letter of Intent”) dated June 9, 2021 in respect of a proposed business combination (the “Proposed Transaction”) that would result in the reverse takeover of Timeless by Brane. The Proposed Transaction would have constituted Timeless’ “Qualifying Transaction” pursuant to the policies of the Exchange. During 2021, the exclusivity period was extended to December 31, 2021 and Timeless received a non-refundable $75,000 extension fee which would be credit in Brane’s favor should the Proposed Transaction close otherwise the fee is non-refundable. The transaction is intended to constitute the Corporation’s Qualifying Transaction as such term is defined in Policy 2.4 of the TSX Venture Exchange.

On January 12, 2022, Timeless and Brane signed another extension agreement to the original Letter of Intent (the "Final Extension Agreement"). Pursuant to the Final Extension Agreement, Brane was granted exclusivity with respect to a potential reverse-takeover transaction with Timeless until March 15, 2022, when certain conditions were required to be met and Timeless received a non-refundable $10,000 extension fee. Brane did not meet all of these conditions, and as at March 15, 2022, the exclusivity period between Brane and Timeless has ended. Timeless continues to evaluate a variety of potential transactions.

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Timeless Capital Corp. Management Discussion and Analysis Period ending December 31, 2021

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at December 31, 2021.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2021.

Financial Instruments and Other Instruments

The Corporation’s financial instruments consist of cash and accounts payable and accrued liabilities. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values, as applicable.

Disclosure of Outstanding Share Data

As of December 31 2021, the following is a description of the outstanding equity securities and convertible securities issued by the Corporation:

Voting or equity securities issued and outstanding Preferred Shares Securities convertible or exercisable into voting or equity securities – stock options Voting or equity securities issuable on	Authorized Unlimited Common Shares Unlimited Preferred Shares Directors’ and officers’ stock options to acquire up to 10% of the issued and outstanding common shares as above	Outstanding
		7,000,000 Common Shares None Directors’ and officers’ stock options to acquire 266,667 common shares at an exercise price of $0.10 per common share as above

Voting or equity securities issuable on conversion or exchange of outstanding securities

Risks and Uncertainties

Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Corporation will be able to obtain adequate financing to continue. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities:

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Timeless Capital Corp. Management Discussion and Analysis Period ending December 31, 2021

• a) until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

• b) the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

• c) the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

• d) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

• e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

• f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

• g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

• h) the Corporation competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation; and

• i) the Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2021, the Company has a cash balance of $24,848 and outstanding liabilities of $17,530. All of the Company's financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms.

Related Party Transactions

Transactions with related parties are not incurred in the normal course of business.

Other Information

The policies of the TSX Venture Exchange prohibit Capital Pool Companies from carrying on formal investor relations activities. Corporate communications and investor inquiries are handled by the Directors of the Corporation. Additional information about the Corporation is available on SEDAR at www.sedar.com.

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