Timeless Capital Corp. — Management Reports 2023

Apr 13, 2023

Timeless Capital Corp. Management Discussion and Analysis For the Year ending December 31, 2022

Timeless Capital Corp. Management Discussion and Analysis Year ending December 31, 2022

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 three months ended December 31, 2022. 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 March 27th, 2023. 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. 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.

On October 29, 2018 the Corporation completed its initial public offering (the “IPO”) of 3,000,000 common shares at the price of $0.10 per common share. The common shares of the Corporation commenced trading on the Exchange on October 29, 2018 under the trading symbol “TLC.P” The consolidated financial statements have been prepared on a going concern basis, meaning the Corporation will be able to realize its assets and discharge its liabilities in the normal course of operations. The continuing operations of the Corporation are dependent upon its ability to identify, evaluate, negotiate and complete a Qualifying Transaction.

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.

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Timeless Capital Corp. Management Discussion and Analysis Year ending December 31, 2022

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 consolidated financial statements of the Corporation prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards.

Selected Statement of Financial Position Data

Net working capital Total current assets Total current liabilities Total shareholders’ equity	As at December 31, 2022 $ 47,402 $ 65,188 $ 17,786 $ 47,402	As at December 31, 2021
		$ 13,985 $ 106,515 $ 92,530 $ 13,985

Selected Statement of Operations Data

Selected Statement of Operations Data
Income/(Expenses) Net Income/(loss) for the period Basic income/(loss) per share	Year Ending December 31, 2022 $ 33,417 $ 33,417 $ 0.01	Year Ending December 31, 2021
		$ (147,040) $ (147,040) $ (0.05)

Selected Financial Information and Summary of Quarterly Results A summary of selected quarterly financial information is as follows:

	December 31, 2022	September 30, 2022	June 30, 2022	March 31, 2022
Revenue	-	-	-	-
Other Income	-	-	-	85,000
Expenses	29,148	4,400	477	17,558
Net(income)Loss	(29,148)	(4,400)	(477)	67,442
Basic and Diluted Income (Loss) per share	(0.01)	0.00	0.00	0.02
Cash	57,855	64,817	64,817	101,235
Total Assets	65,188	76,550	80,950	103,652
Working Capital	47,402	76,550	80,950	81,427
Dividends	-	-	-	-

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.

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Timeless Capital Corp. Management Discussion and Analysis Year ending December 31, 2022

During the Year ending December 31, 2022 the Corporation recorded a net income of $33,417 resulting from an $85,000 deposit forfeiture from Brane Inc. for not meeting its conditions from a previously announced LOI. This income was partially offset by professional and public company fees.

Liquidity, Capital Resources, and Outlook

As at December 31 2022, the Corporation had working capital of $47,402.

On January 25, 2023 the Corporation entered into a letter of intent (“LOI”) with Renaissance BioSience Corp. (“Renaissance”) pursuant to which the Corporation will acquire Renaissance by way of a reverse takeover, which is intended to constitute as the Corporation’s qualifying transaction. In accordance with the terms of the LOI, the transaction is based on an exchange in shares, in addition to the Corporation paying a $25,000(paid) non-refundable deposit to Renaissance. The Corporation is to also reimburse Renaissance for certain transaction related expenses (reimbursed $211,000 during the subsequent period). The Letter of Intent between Timeless and Renaissance has been superseded by a definitive Amalgamation Agreement, dated April 5, 2023. The minimum fundraising amount for the Concurrent Financing, as set by the TSX-V, is now $3,600,000, and is currently being marketed by a syndicate of investment banks, led by iA Wealth and Canaccord Genuity. The target raise amount is still $5,000,000 or greater - the minimum raise amount is the threshold set by the TSX-V. The Concurrent Financing is ongoing as of April 6, 2023.

On February 17, 2023 the Corporation announced that it had closed on aggregate gross proceeds of $211,000 through the issuance of 2,110,000 common shares of the Corporation a purchase price of $0.10 per share.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at December 31, 2022.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and the adoption of new accounting policies are disclosed in the consolidated financial statements for the Year ended December 31, 2022.

Financial Instruments and Other Instruments

The Corporation’s financial instruments consist of cash held in trust 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 2022, the following is a description of the outstanding equity securities and convertible securities issued by the Corporation:

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Timeless Capital Corp. Management Discussion and Analysis Year ending December 31, 2022

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 conversion or exchange of outstanding securities	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

As at the date of the MD&A, the Corporation has the following securities outstanding:

	NumberofUnits
CommonShares	9,110,000
Stock Options	266,667
Warrants	-
Fully Diluted Shares Outstanding	9,376,667

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:

• 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;

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Timeless Capital Corp. Management Discussion and Analysis Year ending December 31, 2022

• 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, 2022, the Company has a cash balance of $57,855 and liabilities of $ 17,786. 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.

• j) The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws and national and international circumstances. Recent geopolitical events, including, the outbreaks of the coronavirus (COVID19) pandemic, relations between NATO and Russian Federation regarding the situation in Ukraine, and potential economic global challenges such as the risk of the higher inflation and energy crisis, may create further uncertainty and risk with respect to the Company’s ability to raise funds to complete a QT.

Related Party Transactions

There were no other transactions with related parties and no remuneration was paid to key management personnel during the years ended December 31, 2022 and December 2021.

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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