- Timeless Capital (TLC.P) and Brane Inc. have entered into a binding letter of intent with respect to a proposed business combination
- Brane is a blockchain innovation company that provides digital asset custody services
- Timeless intends to execute the business combination through the exchange of one Timeless share for each Brane share
- The Timeless shares will be valued at $0.20 each
- Upon closing, the resulting issuer expects to list as a Tier 2 issuer on the TSXV
- Timeless Capital is a capital pool company
- Timeless Capital (TLC.P) shares are currently halted from trading while the transaction is under consideration
Timeless Capital (TLC.P) and Brane Inc. have entered into a binding letter of intent with respect to a proposed business combination.
Brane intends to engage in a reverse takeover of Timeless to form the resulting issuer, who will continue with Brane’s business.
Brane overview
Founded in 2017, Brane is a blockchain innovation company that provides digital asset custody services. The company’s goal is to become Canada’s first qualified custodian for digital assets.
Proposed transaction
Timeless intends to execute the business combination through the exchange of one Timeless share for each Brane share.
The Timeless shares will be valued at $0.20 each.
The resulting issuer will don a new name that will include “Brane”.
Upon completion, all directors and officers of Timeless shall resign, while Brane will nominate each of the resulting issuer’s directors and officers.
The LOI constitutes an arm’s length transaction and is effective as of June 9, 2021.
Completion of the transaction is subject to the negotiation and execution of a definitive agreement.
Concurrent financing
The LOI states that, prior to closing, Brane will complete a brokered private placement for gross proceeds of the greater of C$5,000,000 or at least 20 per cent of the common shares of the resulting issuer upon completion of the transaction.
Upon closing, the resulting issuer expects to list as a Tier 2 issuer on the TSXV.
Timeless Capital is a capital pool company.
Timeless Capital (TLC.P) shares are currently halted from trading while the transaction is under consideration.