Timeless Enters into Definitive Agreement for Qualifying Transaction with CannaVerde

Vancouver, British Columbia--(Newsfile Corp. - August 23, 2019) - Timeless Capital Corp. (TSXV: TLC.P) ("Timeless") and Cannaverde Pharma Inc. ("CannaVerde" and, together with Timeless, the "Parties") are pleased to announce that the Parties have entered into a definitive amalgamation agreement (the "Amalgamation Agreement") in respect of the Parties' previously announced business combination (the "Transaction").

Pursuant to the Transaction, CannaVerde will amalgamate with a newly formed subsidiary of Timeless and will become a wholly-owned subsidiary of Timeless and the shareholders of CannaVerde will exchange their CannaVerde Shares for Timeless Shares. In connection with the Transaction, and subject to Timeless shareholder approval, Timeless will continue out of Alberta and become a British Columbia corporation and prior to completing the Transaction, will consolidate the Timeless Shares on the basis of one (1) new Timeless Share for each six and a half (6.5) old Timeless Shares.

As previously announced, in connection with the Transaction, CannaVerde is undertaking a private placement offering (the "Financing") of convertible debentures for gross proceeds of up to $4.5 million. To date, CannaVerde has raised gross proceeds of approximately $2.7 million pursuant to the Financing.

Completion of the Transaction remains subject to a number of terms and conditions, including, among other things, (1) the Parties having received all required shareholder approvals; (2) the Transaction being effective on or prior to November 30, 2019; (3) each of the Parties obtaining all necessary consents, orders and regulatory approvals, including conditional listing approval of the Exchange; (4) dissent rights not having been exercised by greater than 5% of the shareholders of each of the parties, as applicable; (5) no material change occurring to the business of any of the parties; (6) the satisfaction of obligations under the Amalgamation Agreement relating to each of the Parties; and (7) the delivery by each of the Parties of customary closing documents.

Additional information concerning the Transaction, Timeless, CannaVerde and the Resulting Issuer is provided in Timeless' news releases dated June 20, 2019 and August 9, 2019 and will be provided in Timeless' Filing Statement to be filed in connection with the Transaction, which will be available under Timeless' SEDAR profile at www.sedar.com.

In accordance with the policies of the Exchange, the Timeless common shares are currently halted from trading and will remain so until such time as the TSX Venture Exchange (the "Exchange") determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About CannaVerde

CannaVerde's goal is to become a low cost, high quality producer of medical cannabis extracts, with a further focus on product formulation and development. Through its wholly-owned subsidiary, Green Health Colombia S.A.S, it holds licenses to cultivate, extract, produce, manufacture and export both CBD (cannabidiol) and THC (tetrahydrocannabinol) medical extracts.

CannaVerde intends to build greenhouses and extraction facilities on its 7-hectare property located in Bucaramanga, Colombia and has access to an additional 100 hectares of land. The company recognizes the significant role that Colombia's ideal climate, infrastructure and workforce will play in building a sustainable business at a fraction of the cost in other jurisdictions. Furthermore, the ideal location of Colombia gives the company access to approximately 640 million potential customers in Latin America. The directors and executives at CannaVerde have built a business plan focused on delivering cannabis-based extracts and products in Colombia and the international marketplace.

About Timeless

Timeless is a capital pool company formed under the Exchange capital pool company program.

For further information:

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

CannaVerde Pharma Inc.
Michael Nistorescu, CEO
Phone : 416-882-9006
Email: michael@cannaverdepharma.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or 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 Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Industrial Alliance Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

All information contained in this news release with respect to Timeless, CannaVerde, and the Resulting Issuer was supplied by the Parties, respectively, for inclusion herein, and Timeless and its directors and officers have relied on CannaVerde for any information concerning such party.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing and completion of the Transaction and related transactions, the future operations of the Timeless, CannaVerde, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements, other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Timeless' and CannaVerde's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by Timeless, CannaVerde, and the Resulting Issuer with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Timeless, CannaVerde, and the Resulting Issuer. As a result, Timeless, CannaVerde, and the Resulting Issuer cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Timeless, CannaVerde, and the Resulting Issuer will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/47223

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