Calgary, Alberta--(Newsfile Corp. - November 15, 2024) - Timeless Capital Corp. (TSXV: TLC.P) ("Timeless" or the "Corporation") is pleased to announce the closing of the private placement announced on October 15, 2024 (the "Private Placement"). The Corporation has closed on aggregate gross proceeds of $25,000 through the issuance of 2,500,000 common shares of the Corporation ("Common Shares") at a purchase price of $0.01 per share.
The net proceeds of the Private Placement will be used to fund ongoing activities relating to the identification and negotiation of a suitable Qualifying Transaction, as defined pursuant to the TSX Venture Exchange (the "Exchange") policies.
In connection with the closing of the Private Placement, 2,000,000 Common Shares were issued to insiders of the Corporation. The Corporation is relying upon exemptions from the formal valuation and minority approval requirements pursuant to Section 5.5(b) and 5.7(b) of MI 61-101 - Protection of Minority Security Holders in Special Transactions.
The Common Shares issued pursuant to the Private Placement are subject to escrow pursuant to the Exchange's capital pool company escrow policy. In addition, the Common Shares are subject to a statutory four-month hold period.
Changes to Management
The Corporation wishes to announce that on November 15, 2024, Colin Gayford resigned as the Chief Financial Officer of the Corporation. The Corporation appoints Blair Jordan as the Chief Financial Officer of the Corporation effective as of November 15, 2024.
Additional Shares Acquired by Daniel Lanskey
Daniel Lanskey announces that he has acquired ownership or control over an additional 1,000,000 Common Shares of the Corporation by way of the Private Placement. Prior to the Private Placement, Mr. Lanskey held 600,000 Common Shares which represented 6.59% of the Common Shares outstanding. After giving effect to the Private Placement, Mr. Lanskey owns or controls 1,600,000 Common Shares which represents 13.78% of the outstanding Common Shares.
An early warning report has been filed in accordance with Part 5 of National Instrument 62-104 - Take-over Bids and Issuer Bids and with Part 3 of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The early warning report has been filed under the Corporations profile on SEDAR+ (www.sedarplus.ca) or may be obtained by contacting Fahim Gadallah at 604-248-2080.
About Timeless Capital Corp.
Timeless is a CPC that completed its initial public offering and obtained a listing on the Exchange in October, 2018 (trading symbol: "TLC.P"). It does not own any assets, other than cash or cash equivalents. The principal business of Timeless is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a qualifying transaction in accordance with the policies of the Exchange.
Forward Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the anticipated use of net proceeds from the Private Placement. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. With respect to forward-looking statements and information contained herein, Timeless has made numerous assumptions including among other things, assumptions about general business and economic conditions. The foregoing list of assumptions is not exhaustive.
Although management of Timeless believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to Timeless' financing efforts; risks associated with the business of Timeless given its limited operating history; changes in interest and currency exchange rates; government action or delays in the receipt of government approvals; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws; and other risk factors as detailed from time to time. Timeless does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Cautionary Notes
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of the content of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/230217
