An anonymous director reports

THINKIFIC ANNOUNCES INTENTION TO MAKE NORMAL COURSE ISSUER BID FOR SUBORDINATE VOTING SHARES

In addition to the favourable third quarter 2023 financial results released earlier today, Thinkific Labs Inc. has received Toronto Stock Exchange acceptance of its notice of intention to make a normal course issuer bid (NCIB).

Under the NCIB, the company may purchase for cancellation up to an aggregate of 2,444,358 subordinate voting shares in the capital of the company, representing approximately 10 per cent of the public float (as defined in the rules and policies of the TSX) of the subordinate voting shares as of Oct. 30, 2023. The NCIB will commence on Nov. 10, 2023, and terminate on Nov. 8, 2024, or earlier if the maximum number of subordinate voting shares under the NCIB have been purchased or if the NCIB has been terminated by the company. As of Oct. 30, 2023, the company had 24,792,856 subordinate voting shares issued and outstanding, and a public float of 24,443,589 subordinate voting shares.

Under the NCIB, other than purchases made under a block purchase exception in accordance with the rules and policies of the TSX, the company may acquire, from time to time, up to 5,296 subordinate voting shares per day on the TSX, being 25 per cent of the average daily trading volume of the subordinate voting shares for the period from May 1, 2023, to Oct. 31, 2023.

Under the NCIB, purchases will be made through the facilities of the TSX, and/or permitted alternative Canadian trading systems, at prevailing market prices or such other prices as permitted under the rules and policies of the TSX and applicable securities laws. All subordinate voting shares purchased by the company under the NCIB will be cancelled.

Thinkific believes that when a disconnect exists between the share price and the intrinsic value of the business, like today, an NCIB can increase shareholder value and per-share growth. Further, the company believes that current market conditions provide opportunities for the company to acquire subordinate voting shares at attractive prices. In the company's view, having the option to opportunistically repurchase subordinate voting shares could be an effective use of its cash resources and could be in the best interests of the company and its shareholders. It would both enhance liquidity for shareholders seeking to sell and provide an increase in the proportionate interests of shareholders wishing to maintain their positions.

In connection with the NCIB, the company intends to enter into an automatic share purchase plan (ASPP) on or about Nov. 10, 2023, with an independent broker in order to facilitate purchases of the subordinate voting shares under the NCIB. Under the ASPP, the broker may purchase subordinate voting shares under the NCIB at times when the company would ordinarily not be active in the market due to its internal trading blackout periods, insider trading laws or otherwise. Trading limits and other parameters for automatic purchases of the subordinate voting shares under the ASPP will be predetermined between the company and the broker in accordance with the rules and policies of the TSX and applicable securities laws. As required by the applicable rules of the TSX, the ASPP will contain provisions to ensure that the broker will not bid under the NCIB for the subordinate voting shares offered under the automatic securities disposition plan of Greg Smith previously announced by the company on June 14, 2023.

To the knowledge of Thinkific, no other director or senior officer of the company currently intends to sell any subordinate voting shares under the NCIB. However, sales by such persons through the facilities of TSX may occur if the personal circumstances of any such person change or any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose subordinate voting shares are purchased would be the same as the benefits available to all other holders whose subordinate voting shares are purchased.

About Thinkific Labs Inc.

Thinkific makes it simple for creator-educators and established businesses of any size to scale and generate revenue by teaching what they know. The company's platform gives businesses everything they need to build, market and sell digital learning products -- from courses to communities -- and to run their business seamlessly under their own brand, on their own site. Thinkific's 50,000-plus active creators earn hundreds of millions of dollars in direct course, membership and community sales while teaching tens of millions of students. Thinkific is headquartered in Vancouver, Canada, with a distributed team.

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