Mr. Sachin Aggarwal reports

THINK RESEARCH ANNOUNCES CASH PAYMENT OF DEFERRED CONSIDERATION

Think Research Corp. is paying certain deferred consideration payments owing to the sellers of acquired companies BioPharma Services Inc. and MDBriefcase Group Inc. in cash. Think is using the proceeds from a new approximately $1.8-million loan from Beedie Investments Ltd. (Beedie Capital), pursuant to its credit agreement with Beedie Capital. By paying in cash, Think avoids potentially material dilution that would otherwise occur with payment by way of the issuance of Think common shares as well as takes advantage of certain negotiated discounts available for cash payments.

Deferred consideration payments

Further to the company's press release of Dec. 30, 2022, the sellers of MDBriefcase are entitled to certain deferred consideration, which may be paid in the form of cash and/or shares, at the option of the company. The MDB sellers agreed to defer the instalment due to them on May 31, 2023, to June 12, 2023, and the company will pay today the amount owed of $985,829 in cash, using the proceeds of the loan.

As outlined in the company's press release of Oct. 14, 2022, the sellers of BioPharma are also entitled to certain deferred consideration payments, payable in cash or shares, at the option of the company. Furthermore, payments in cash are subject to certain discounts depending upon the amount. The company is paying the next instalment of deferred consideration to the BioPharma sellers today, in the amount of $800,000 in cash, again using the proceeds of the loan.

By paying the aforementioned amounts in cash, the company avoided significant dilution that would have otherwise resulted from payment of the deferred considering owing to the MDB sellers and BioPharma sellers in Think common shares as well as saved approximately $288,000 due to previously negotiated cash payment discounts.

The company will determine in the future how best to pay any further deferred and/or earnout payments that may become due.

Loan

To finance such deferred payments, Think has received the loan in the amount of $1,785,829, pursuant to the credit agreement and certain material amendments that have been made to the credit agreement to govern the terms of such loan as follows:

• The loan shall be used by Think to pay the instalment of deferred consideration due to the BioPharma sellers on June 10, 2023, and the contingent consideration due to the MDB sellers due on June 12, 2023.
• Unlike other advances under the credit agreement, the loan will not be convertible into shares of Think.
• The outstanding principal amount of the loan shall bear interest at a rate of 14 per cent per annum, calculated and payable as follows: (i) interest at a rate of 7 per cent per annum shall be calculated daily and compounded monthly in arrears on the last day of each month and shall accrue and be payable (including compound interest) on a quarterly basis; and (ii) interest at a rate of 7 per cent per annum shall be calculated daily and compounded monthly in arrears on the last day of each month and shall be added to the outstanding principal amount of the loan at the end of each month.
• A commitment fee shall also be payable by Think to Beedie Capital, which shall be added to the principal amount of the loan.
• The loan, together with all outstanding and unpaid interest thereon (including, for greater certainty, the commitment fee), shall be due and payable on Sept. 20, 2024.
• Think may make a voluntary prepayment in whole of the loan at any time by paying to Beedie Capital the outstanding principal amount of the loan (including, for greater certainty, the commitment fee), together with any unpaid interest and, if the prepayment occurs on or prior to the date that is four months following the date of advance of the loan, a make-whole fee.

"We continue to be impressed with Think's ability to deliver on its strategic initiatives and are happy to support the company in flexible and accretive ways to drive long-term enterprise value," said David Bell, managing director at Beedie Capital. "We are confident management will continue to lead the market in delivering technology to strengthen health systems in Canada and internationally with its digital front door and learning management solutions."

Sachin Aggarwal, chief executive officer of Think, said: "The cash discount available for the deferred consideration payments, combined with avoiding sizable dilution given the current trading price of Think's shares, led us to conclude that using debt to fund the upcoming payments was prudent despite the leverage on Think's balance sheet. We greatly appreciate the continued support of all shareholders as we work towards positive operating cash flow."

Related party transaction

Beedie Capital is a related party of the company as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and the amendments would constitute a related party transaction as defined in MI 61-101 and within the meaning of TSX Venture Exchange Policy 5.9. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(f) of MI 61-101.

Think grants equity to directors

On June 6, 2023, Think granted 264,744 deferred share units and 331,813 restricted share units to certain non-executive directors of the company pursuant to the company's omnibus equity incentive plan (OEIP). All DSUs and RSUs will vest on June 6, 2024.

About Think Research Corp.

Think Research is an industry leader in delivering knowledge-based digital health software solutions. The company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based health care technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The company gathers, develops and delivers knowledge-based solutions globally to customers, including enterprise clients, hospitals, health regions, health care professionals and/or governments. The company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.

Think licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care and long-term care doctors, nurses and pharmacists who rely on the content and data provided by Think to support their practices. Millions of patients and residents annually receive better care due to the essential data that Think produces, manages and delivers.

In addition, the company collects and manages pharmaceutical and clinical trial data through its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and phase 1 clinical research services to pharmaceutical companies globally. Think's other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery.

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