Mr. Mark Sakamoto reports

THINK RESEARCH ANNOUNCES AGREEMENT FOR SUBSEQUENT ADVANCE UNDER EXISTING CONVERTIBLE FACILITY

Think Research Corp. has entered into an agreement in respect of a third $3-million convertible subsequent advance from Beedie Investments Ltd., pursuant to its existing credit agreement with Beedie Capital dated as of April 22, 2022. Think intends to use the proceeds of the advance to pay all remaining deferred consideration payments owing to the prior shareholders of acquired company Bio Pharma Services Inc. and for general and working capital purposes. By paying such deferred consideration payments in cash, Think avoids any potential dilution that may otherwise occur if such payments were to be made by way of the issuance of Think common shares, and takes advantage of certain negotiated discounts available for cash payments to BioPharma. The advance forms part of the $25-million convertible facility with Beedie Capital that was previously announced on April 25, 2022.

The advance is provided pursuant to the credit agreement and a fourth amendment agreement thereto which sets out the terms and conditions of such advance as follows:

• The advance will be drawn on the date that the conditions precedent under the credit agreement are satisfied, which conditions include conditional approval of the TSX Venture Exchange.
• The advance shall bear interest at the same rate as earlier loans advanced under the credit agreement being 6 per cent per annum in cash interest, with a 3.5 per cent per annum compounded monthly in arrears component that is added to the outstanding principal amount of the advance, for a total interest rate of 9.5 per cent per annum for the period commencing on the second advance closing date (as defined therein) and ending on Nov. 30, 2023, as such date may be extended by written agreement between the company and Beedie Capital, and 8.5 per cent per annum payable in cash after such period.
• A commitment fee of $60,000 shall also be payable by Think to Beedie Capital, which fee shall be added to the principal amount of the advance.
• At any time during the term of the credit agreement, Beedie Capital may elect to convert the initial principal amount of the advance (exclusive of the commitment fee unless the approval of the TSX-V has been obtained at such time) into common shares of the company at a conversion price of 35.16 cents. The subsequent advance conversion price represents a 35-per-cent premium above the 20-trading day volume-weighted average price of the common shares on the TSX-V.

The subsequent advance closing date and financing of the advance is expected to take place in the coming days subject to the satisfaction of customary closing conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX-V.

Common shares issued on conversion of the advance will be subject to a statutory resale restriction in accordance with applicable Canadian securities laws, expiring four months and one day from the date of the applicable advance, in addition to such other restrictions as may apply under the policies of the TSX-V.

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-V 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)(a) of MI 61-101.

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.

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