Mr. Mark Sakamoto reports

THINK RESEARCH ANNOUNCES AGREEMENT FOR SUBSEQUENT ADVANCE UNDER EXISTING CONVERTIBLE FACILITY

Think Research Corp. has entered into an agreement today in respect of a $2-million convertible subsequent advance from Beedie Investments Ltd., pursuant to its existing credit agreement with Beedie Capital dated as of April 22, 2023. Think intends to use the proceeds of the advance for general and working capital purposes. The advance forms part of the $25-million convertible facility with Beedie Capital that was previously announced on April 25, 2022.

• Proceeds will be used for general and working capital purposes;
• Certain loan covenant breaches have been waived by lenders;
• Additional subsequent advance terms have been agreed.

The advance is provided pursuant to the credit agreement and a sixth amendment agreement (sixth amendment) 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 sixth amendment are satisfied (the subsequent advance closing date), which conditions include conditional approval of the TSX Venture Exchange.
• The advance shall bear interest at 8 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 11.5 per cent per annum for the period commencing on the subsequent advance closing date.
• A commitment fee of $40,000 shall be payable by Think to Beedie Capital, which fee shall be deducted from the advance and retained by Beedie Capital.
• At any time during the term of the credit agreement, Beedie Capital may elect to convert the initial principal amount of the advance into common shares of the company at a conversion price of 35 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 maturity date of the advance will be May 10, 2026.

The subsequent advance closing date and funding 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 standardize care to facilitate better health care outcomes. The company gathers, develops and delivers knowledge-based solutions globally to customers, which typically include 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, including acquired companies.

Think Research licenses its solutions to over 13,000 facilities for over 300,000 primary-care, acute-care and long-term-care doctors, nurses and pharmacists who rely on the content and data provided by Think Research to support their practices. Millions of patients and residents annually receive better care due to the essential data that Think Research produces, manages and delivers.

In addition, the company collects and manages pharmaceutical and clinical trial data through the BioPharma Services entity that Think Research acquired on Sept. 10, 2021. BioPharma Services is a leading provider of bioequivalence and phase 1 clinical research services to pharmaceutical companies globally. Think Research's other services include a network of digital-first primary-care clinics and medical clinics that provide elective surgery.

We seek Safe Harbor.