OpTown Properties Ltd. and Timeless Capital Corp. Enter into Letter of Intent

November 06, 2018 12:38 PM EST | Source: Timeless Capital Corp.

Calgary, Alberta--(Newsfile Corp. - November 6, 2018) - Timeless Capital Corp. (TSXV: TLC.P) ("Timeless" or the "Company"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), is pleased to announce it has entered into a letter of intent dated November 5, 2018 (the "LOI") with OpTown Properties Ltd. ("OpTown"), a private company incorporated under the Business Corporations Act (Alberta), whereby Timeless and OpTown will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer (the "Resulting Issuer") who will continue on the business of OpTown (the "Transaction"), subject to the terms and conditions outlined below. Timeless intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.

Timeless completed its initial public offering in October, 2018. The common shares of Timeless (the "Timeless Shares") are listed for trading on the TSXV under the stock symbol "TLC.P". Timeless has not commenced commercial operations and has no assets other than cash. Timeless was incorporated under the laws of the Province of Alberta.

OpTown is an innovative new real estate concept that will change the way people live, the way they purchase, and the way they generate equity. OpTown has entered into three offers to purchase property, all of which are located in Edmonton, Alberta in the Century Park development. Century Park is a transit-oriented development that replaces the now vacant Heritage Mall site on the south-side of the city. All offers to purchase are subject to the satisfaction of certain conditions, with closing for the first property currently scheduled for November 18, 2018 and closing for the other two properties schedule for January 19, 2019. All three properties are owned, directly or indirectly by GSRI Ltd., a company owned 100% by George Schluessel, a director, officer and the sole shareholder of OpTown.

George Schluessel, Chief Executive Officer of OpTown commented, "We believe that the best in class assets being acquired by OpTown will provide long term value to our customers and our stake holders."

The LOI was negotiated at arm's length and is effective as of November 5, 2018. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be negotiated between the parties. The LOI contemplates that prior to the closing of the Transaction, OpTown will complete a brokered private placement of up to 7.5 million subscription receipts, at a purchase price of $2.00 per subscription receipt, for gross proceeds of up to $15 million (the "Concurrent Financing"). Each such subscription receipt shall entitle the holder thereof to acquire one (1) Class A Share of OpTown for no additional consideration upon the completion of certain events. Further terms relating to the Concurrent Financing shall be disclosed in a future press release.

Immediately prior to the completion of the Transaction, Timeless will effect a share consolidation (the "Consolidation") on the basis of one (1) post-consolidation Timeless Share ("Post Consolidation Timeless Share") for every ten (10) pre-consolidation Timeless Shares. The foregoing Consolidation ratio shall be rounded to the nearest half or whole number as applicable.

Pursuant to the Transaction, one (1) Post-Consolidation Timeless Share would be issued in exchange for each one (1) outstanding common share of OpTown (the "Exchange Ratio"). As a result of the Transaction, any outstanding convertible securities of OpTown will be adjusted accordingly or replacement securities issued in the Resulting Issuer.

There is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there is no assurance that the Concurrent Financing will be completed.

Upon completion of the Transaction, all directors and officers of Timeless (elected or appointed prior to the completion of the Transaction) shall resign and each of the directors and officers of the Resulting Issuer shall be nominees of OpTown.

As the Transaction is an arm's length transaction, Timeless is not required to obtain shareholder approval for the Transaction.

In accordance with the policies of the TSXV, Timeless Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Transaction

Conditions to the Transaction

Completion of the Transaction will be subject to a number of conditions, including but not limited to, acceptance by the TSXV, if applicable pursuant to TSXV requirements majority of the minority shareholder approval, completion of the Concurrent Financing, approval of certain matters by the holders of the Timeless Shares and other customary conditions including:

  • receipt of all director, shareholder and requisite regulatory approvals relating to the negotiation and execution of a Definitive Agreement in respect of the Transaction and as may be contemplated by the Definitive Agreement;
  • preparation and filing of a filing statement (the "Filing Statement") outlining the definitive terms of the Transaction and describing the business to be conducted by Timeless following completion of the Transaction, in accordance with the policies of the TSXV; and
  • completion of the Consolidation of the Timeless Shares (ratio to be determined).

Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Sponsorship

Timeless intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Timeless from all or part of applicable sponsorship requirements.

Further Information

Timeless will provide further details in respect of the Transaction and the Concurrent Financing in due course by way of press release. However, Timeless will make available to the TSXV, all information including financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, required disclosure.

All information contained in this press release with respect to OpTown 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.

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.

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.

For further information:

George Schluessel
President & Chief Executive Officer
OpTown properties Ltd
(403) 816-0878

Colin Gayford
Timeless Capital Corp.
(403) 410-1223

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 Transaction and certain terms and conditions thereof; the business of OpTown, the Concurrent Financing; the Consolidation ofTimeless Shares; the Exchange Ratio, TSXV sponsorship requirements and intended application for exemption therefrom; 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, Timeless and OpTown assume no 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.

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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

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