Mr. Sachin Aggarwal reports

THINK RESEARCH CORPORATION ANNOUNCES COMPLETION OF PLAN OF ARRANGEMENT

Think Research Corp. has completed the previously announced plan of arrangement, pursuant to which Beedie Investments Ltd. (Beedie Capital) acquired 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 comprising certain directors and executive officers of the company as well as other persons, for cash consideration of 32 cents per share. The arrangement, which was announced on Feb. 16, 2024, was approved by the company's shareholders at a special meeting held on April 4, 2024. The company obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the arrangement on April 9, 2024.

"The company is looking forward to this new chapter working with Beedie Capital. We are excited about the opportunities and innovations that lie ahead, and the positive impacts this arrangement will have on our customers and employees," said Sachin Aggarwal, chief executive officer of Think.

As a result of the arrangement, the company is expected to be delisted from the TSX Venture Exchange at the close of trading on April 22, 2024. The company will submit an application to cease to be a reporting issuer under applicable Canadian securities laws, which will terminate the company's public reporting requirements.

Following the completion of the arrangement, Beedie Capital and Think entered into a ninth amendment to the credit agreement dated April 22, 2022, as amended, between Beedie Capital and the company, pursuant to which, among other things, a non-revolving, non-convertible term loan in the amount of $1.85-million was made available to Think for working capital purposes.

Canaccord Genuity Corp. provided a fairness opinion to the independent special committee of the board of directors of the company, Stikeman Elliott LLP acted as counsel to the company, Dentons Canada LLP acted as counsel to Beedie Capital, Cassels Brock & Blackwell LLP acted as counsel to the special committee of Think's board of directors, and Morrow Sodali acted as proxy adviser.

Shareholder questions and assistance

Registered shareholders must submit any certificates and/or DRS (Direct Registration System) advices representing their shares, together with a duly completed and executed letter of transmittal and any other documents that TSX Trust Company, which is acting as depositary under the arrangement, may reasonably require, in order to receive the cash consideration to which they are entitled under the arrangement.

Shareholders who have questions or require assistance with submitting their shares to the arrangement may direct their questions to the company's 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 North America, or by e-mail at assistance@morrowsodali.com. Further information about submitting your shares to the arrangement, including with respect to completing the letter of transmittal, may be addressed to TSX Trust Company toll-free at 1-866-600-5869 or by e-mail at tsxtis@tmx.com.

Early warning

Immediately prior to the completion of the arrangement, Beedie Capital held or exercised control or direction over: (i) 2,934,900 shares, representing approximately 3.7 per cent of the issued and outstanding shares (on a non-diluted basis); and (ii) assuming the conversion in full of the aggregate principal amount outstanding under the non-revolving term convertible loan facility made available by Beedie Capital to the company of $21-million using the applicable conversion price as of the respective dates of each advance under the loan facility, Beedie Capital would hold or exercise control or direction over an aggregate of 43,039,057 shares, representing approximately 36.1 per cent of the issued and outstanding shares (on a partially diluted basis); and (iii) assuming the conversion in full of the principal amounts outstanding under the loan facility of $21-million using the applicable conversion price as of the respective dates of each advance under the loan facility, as well as the remaining $4-million of undrawn principal available under the loan facility at a conversion price of 38.8 cents per share, representing a 25-per-cent premium above the closing price of the shares on the TSX-V as of April 17, 2024, Beedie Capital would hold or exercise control or direction over an aggregate of 53,361,638 shares, representing approximately 41.16 per cent of the issued and outstanding shares (on a partially diluted basis).

Following the completion of the arrangement, Beedie Capital owns 57,864,367 shares, representing approximately 73 per cent of the issued and outstanding shares.

In connection with the closing of the arrangement, each of the directors that was previously on the board of directors of the company resigned, other than Sachin Aggarwal. Two representatives of Beedie Capital, David Bell and Adrian Chan, have also been appointed as directors of the company.

The completion of the arrangement and entry into the bridge loan result in changes to material facts included in the early warning report dated Feb. 16, 2024, filed by Beedie Capital on Think's SEDAR+ profile. Accordingly, an early warning report containing additional information will be filed by Beedie Capital in accordance with applicable securities laws and will be available on SEDAR+, or may be obtained directly from Beedie Capital upon request at 604-436-7888. Beedie Capital's head office is located at Suite 900, 1111 West Georgia St., Vancouver, B.C., V6E 4M3.

Multilateral Instrument 61-101 disclosure

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

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 that 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 via 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 grow its invested capital alongside the enterprise value of its investments.

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