Mr. Mark Sakamoto reports

THINK RESEARCH CORPORATION FILES INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS TO VOTE ON PLAN OF ARRANGEMENT AND PROVIDES A FINANCIAL UPDATE

Think Research Corp. has filed and will commence mailing the company's management information circular dated March 1, 2024, and related materials for the special meeting of Think Research shareholders to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which Beedie Investments Ltd. has agreed to acquire all of the issued and outstanding common shares in the capital of the company, other than those shares owned by Beedie Capital and other shareholders composed of certain directors and executive officers of the company, as well as other persons, for cash consideration of 32 cents per share, all as more particularly described in the information circular and Think Research's news release dated Feb. 16, 2024.

The meeting is scheduled to be held in a virtual-only format through a live audio webcast on April 4, 2024, at 2 p.m. Toronto time. Shareholders of record as of the close of business on March 1, 2024, are entitled to receive notice and vote at the meeting.

The company's board of directors (with any interested director abstaining from voting due to his or her participation in the transaction as a continuing shareholder), based in part on the unanimous recommendation of the special committee of the board of directors and after taking into consideration the advice of the company's legal and financial advisers, including receipt of a fairness opinion from Canaccord Genuity Corp., has unanimously determined that the arrangement is in the best interests of the company and is fair to the shareholders (other than the continuing shareholders) and unanimously recommends that the shareholders vote for the arrangement.

On March 1, 2024, the Ontario Superior Court of Justice (commercial list) granted an interim order providing for the calling and holding of the meeting and certain other matters related to the meeting and the arrangement. A copy of the interim order is included in the information circular.

The anticipated hearing date for the application for the final order of the court is April 9, 2024. Subject to obtaining the required approval of the shareholders at the meeting, the final order, and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between Think Research and Beedie Capital on Feb. 15, 2024, the arrangement is anticipated to be completed in the second quarter of 2024.

The information circular provides important information on the arrangement and related matters, including voting procedures and instructions for shareholders unable to attend the meeting. Shareholders are urged to read the information circular and its appendices carefully and in their entirety. The information circular is available under the company's profile on SEDAR+.

Shareholders who have questions regarding the arrangement or require assistance should consult their financial, legal, tax or other professional adviser.

Shareholders who have questions about the meeting or require more information with respect to the procedures for voting, please contact its strategic shareholder adviser and proxy solicitation agent, Morrow Sodali, at 1-888-444-0591 toll-free in North America or 1-289-695-3075 collect outside of North America or by e-mail at assistance@morrowsodali.com.

Financial update

Management estimates that revenue for the company for the full-year 2023 was in the range of $80-million to $83-million and that adjusted earnings before interest, taxes, depreciation and amortization for the full-year 2023 fell in a range between negative $1.5-million and positive $500,000. On Dec. 31, 2023, the company had gross debt outstanding to its senior lenders, without accounting for the value of the convertibility features, of $49.3-million. Of that amount, the company owed $24.9-million to Bank of Nova Scotia and $24.4-million to Beedie Capital, including convertible debt, non-convertible debt and accrued interest. On Jan. 18, 2024, the company announced that it received an additional $1-million convertible advance from Beedie Capital pursuant to its existing credit agreement. These financial data have not been subject to an external audit or review, are preliminary in nature and may be subject to variation. The company's management has prepared the preliminary financial data contained in this release based on the most current information available to management. The company's normal closing and financial reporting processes with respect to its financial data for the year ended Dec. 31, 2023, have not been fully completed. The company is providing this financial update as it currently anticipates the transaction to be completed (subject to receipt of all conditions to the closing of the transaction) prior to the year-end 2023 audited financial statements being made available to the shareholders.

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.

The company 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 the company to support their practices. Millions of patients and residents annually receive better care due to the essential data that the company 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. The company's other services include a network of digital-first primary-care clinics and medical clinics that provide elective surgery.

About Beedie Investments Ltd.

Beedie Capital is a multistrategy direct investment platform that manages the alternative investments for Beedie, one of the largest private companies in Western Canada. It deploys capital using a flexible, evergreen mandate, and applies a highly agnostic approach to the duration, structure and size of its investments. Beedie Capital combines the strategic capabilities of an institutional investment platform with the flexibility and entrepreneurial mindset of a privately owned business. Beedie Capital invests in any sector, with a core focus on technology, tech-enabled services, and metals and mining, and seeks to increase its invested capital alongside the enterprise value of its investments.

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