Mr. Mark Sakamoto reports

THINK RESEARCH PROVIDES UPDATE ON GOING PRIVATE TRANSACTION

Think Research Corp. has provided an update with respect to its previously announced going-private transaction by way of a plan of arrangement, pursuant to which Beedie Investments Ltd. agreed to acquire all of the 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, on the terms and subject to the conditions of an arrangement agreement dated Feb. 15, 2024.

Expiry of go-shop period

The arrangement agreement between the company and Beedie Capital included a go-shop provision, which provided the company with a 30-day period to solicit interest from third parties to submit an acquisition proposal that is superior to the arrangement. Following the execution and announcement of the arrangement agreement, Think Research initiated the go-shop process with its financial adviser, Canaccord Genuity Corp. Canaccord contacted a total of 34 potential buyers as part of the go-shop process. The go-shop period expired on March 16, 2024, at 11:59 p.m. Toronto time, with no acquisition proposal having been received. Think Research is now subject to a non-solicitation covenant with customary fiduciary-out provisions under the terms of the arrangement agreement.

Special meeting of shareholders

As previously announced and further detailed in the company's information circular dated March 1, 2024, the special meeting of shareholders to consider and vote on the arrangement resolution is scheduled to be held in a virtual-only format through 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.

Pursuant to the interim order of the Ontario Superior Court of Justice (commercial list) dated March 1, 2024, and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the arrangement resolution will require the affirmative vote of: (a) at least two-thirds of the votes cast by the shareholders present in person or represented by proxy and entitled to vote at the meeting; and (b) a simple majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote at the meeting, other than the continuing shareholders and any other person required to be excluded for the purpose of such vote under Section 8.1(2) of MI 61-101. As such, 21,404,804 shares held by the continuing shareholders as of the record date of March 1, 2024, and 2,934,900 shares held by Beedie Capital for a total of 24,339,704 shares (representing approximately 30.72 per cent of the outstanding shares in aggregate) will be excluded for the purposes of the minority vote, assuming such shares have been voted prior to the proxy deadline or at the meeting. Continuing shareholders may be added or removed by written consent of the parties prior to closing of the arrangement or as may be amended in accordance with the terms of the arrangement agreement.

Completion of the arrangement is subject to customary conditions, including obtaining the required approvals from shareholders at the meeting (as detailed above) and receiving the final order of the Ontario Superior Court of Justice (commercial list). It is anticipated that the arrangement will be completed in the second quarter of 2024. The information circular and related materials for the meeting are available under the company's profile on SEDAR+ and on Think Research's website.

Think Research has retained Morrow Sodali to act as proxy solicitation agent and to respond to inquiries from shareholders. Shareholders who have any questions about the information contained in the information circular or need assistance voting or completing their form of proxy or voting information form may contact Morrow Sodali either: (a) by e-mail at assistance@morrowsodali.com; or (b) by telephone at 1-888-444-0591 (toll-free in North America) or 1-289-695-3075 (outside of North America).

Update regarding concurrent sales processes and other matters

Pursuant to the arrangement agreement and as disclosed in the information circular, Think Research engaged two independent merger and acquisition advisers in April, 2023, and July, 2023, respectively, to run sales processes with respect to BioPharma Services Inc. and Clinic 360 Inc. The arrangement agreement permitted these processes to continue after signing until the end of the go-shop period, and, as such, the M&A advisers continued to engage third parties to solicit interest in both BioPharma and Clinic 360. Notwithstanding that the go-shop period has ended, Beedie Capital has provided its consent to continue the sales processes for both BioPharma and Clinic 360 for a period of 30 days following the expiry date of the go-shop period. No letter of intent has been executed with, nor has exclusivity been granted to, any party.

The special committee of the company's board of directors and Canaccord have been kept fully apprised of the status of the sales processes since the arrangement agreement was executed on Feb. 15, 2024. At the time the arrangement agreement was executed, both the special committee and Canaccord separately considered the status of the sales processes as part of their evaluation. After taking that information into account, Canaccord determined that the consideration to be received by the holders of shares under the arrangement agreement was fair, from a financial point of view, to the shareholders (other than the continuing shareholders and Beedie Capital). Furthermore, after careful deliberation, including having regard to such sales processes, the special committee determined that the arrangement is in the best interest of the company and recommended that shareholders vote in favour of the arrangement.

The fairness opinion itself was based on an analysis that was conducted using traditional methodologies, which included a comparable companies analysis, precedent transaction analysis, discounted cash flow analysis and a sum-of-the-parts analysis (as the company has several distinct business lines and assets, including BioPharma and Clinic 360). A key consideration of the analysis was the company's operating performance and management's short-term forecast (as at the time of the analysis). The result of Canaccord's full analyses provided a range of per-share values that supported its view of the fairness of the consideration, from a financial point of view, to be received by the shareholders (other than the continuing shareholders and Beedie Capital) pursuant to the arrangement.

In addition, the special committee and the board of directors were fully aware of the Canaccord fee arrangement, being: (a) a fixed fee in respect of the Canaccord fairness opinion; and (b) a contingency fee upon the successful completion of the arrangement (as further detailed in the information circular). Throughout the process, including after Think Research's engagement of Canaccord and prior to the execution of arrangement agreement, the special committee and the board of directors considered the merits of retaining a separate independent financial adviser to provide an independent fairness opinion on a fixed fee basis; however, determined that it would not be necessary nor beneficial to Think Research and its shareholders. Some of the factors that led the special committee and the board in reaching this conclusion are as follows: (i) the arrangement provides an all-cash consideration at a premium of 100 per cent relative to the closing share price on Feb. 15, 2024 (being the trading day prior to the announcement of the arrangement); (ii) approximately 48 per cent of shareholders supported the arrangement through duly executed voting support agreements; (iii) the additional costs associated with obtaining a second fairness opinion at a time of financial hardship for the company; and (iv) Canaccord's well-regarded reputation as a financial adviser.

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, technology-enabled services, and metals and mining, and seeks to increase its invested capital alongside the enterprise value of its investments.

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