Timeless Capital Corp. Announces Termination of Letter of Intent with Renaissance Bioscience Corp.

Calgary, Alberta--(Newsfile Corp. - October 19, 2023) - Timeless Capital Corp. (TSXV: TLC.P) ("Timeless" or the "Corporation"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), wishes to report that the previously announced amalgamation agreement (the "Agreement") between the Corporation and Renaissance Bioscience Corp. ("Renaissance"), dated April 5, 2023, has been terminated by mutual agreement between Timeless and Renaissance. Renaissance and Timeless made extensive efforts to complete the proposed transaction, however market conditions are such that the proposed transaction could not be completed within a timeframe that met expectations. Pursuant to the Agreement, Timeless provided $211,000 to Renaissance to pay for certain costs and expenses associated with the proposed transaction (the "Payment"). The Payment was refundable to Timeless under certain circumstances. Renaissance and Timeless have mutually extinguished their obligations relating to the Payment in exchange for payment of $35,000 in cash by Renaissance to Timeless.

Timeless continues to evaluate other opportunities and candidates for the completion of a Qualifying Transaction as described by Policy 2.4.

For further information:

Timeless Capital Corp.
Fahim Gadallah, - CEO
Phone.: 604.248.2080
Email: fgadallah@gadallahmanagement.com

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.

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", "is expected" "anticipates", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations (including negative and grammatical 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. 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, Timeless assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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.

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