Think Research Announces Engagement of Oak Hill Financial Inc. and Shares for Services Arrangement

TORONTO, Jan. 20, 2022 /CNW/ - Think Research Corporation (TSXV: THNK) ("Think" or the "Company"), a company focused on transforming healthcare through digital health software solutions, announced today that it has engaged Oak Hill Financial Inc. ("Oak Hill") to provide communications and capital markets advisory services to the Company pursuant to a services agreement between the parties (the "Services Agreement").

Under the terms of the Services Agreement, the consideration payable by Think to Oak Hill for the provision of the services during the initial four months of the term of the Services Agreement, being approximately $60,000, will be satisfied by the issuance of common shares in the capital of Think (each a "Common Share") to Oak Hill. The Company anticipates that the Common Shares will be issued to Oak Hill on or after April 1, 2022, and will be issued at a deemed price per Common Share equal to the closing market price of the Common Shares on the TSX Venture Exchange (the "TSXV") on the day prior to issuance.

The issuance of the Common Shares to Oak Hill pursuant to the Services Agreement is subject to the approval of the TSXV in accordance with TSXV Policy 4.4 – Security Based Compensation and TSXV Policy 4.3 – Shares for Debt. Any Common Shares issued to Oak Hill will be subject to a seasoning period in accordance with Canadian securities laws. Oak Hill is not a Non-Arm's Length Party (as such term is defined in the policies of the TSXV) of the Company. No new insiders will be created, nor will any change of control occur, as a result of the issuance of the Common Shares to Oak Hill.

About Think Research Corporation

Think Research Corporation 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 healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, Think's cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and positively impacted millions of patients across the continuum of care – including primary physician care, acute care hospitals and surgical suites as well as community and seniors care. Think is proud to serve as a trusted health system partner to a rapidly growing, global client base that spans five continents across more than 13,000 healthcare facilities, with a clinical audience of over 300,000 doctors, nurses and pharmacists.

Caution Regarding Forward Looking Information

Certain statements in this news release, other than statements of historical fact, contain "forward-looking information" within the meaning of Canadian securities laws and are based on certain assumptions and reflect the Company's current expectations with respect to such matters. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and the reader is cautioned that such statements may not be appropriate for other purposes. Statements containing forward-looking information are not historical facts, but instead represent management expectations, estimates and projections regarding future events or circumstances. Such forward-looking information is necessarily based on a number of opinions, estimates and assumptions, including but not limited to those assumptions described under the heading "Caution Regarding Forward Looking Information" in the Company's Management's Discussion & Analysis for the three and nine months ended September 30, 2021. These statements may include, without limitation, statements regarding the Services Agreement and the issuance of Common Shares to Oak Hill pursuant to the Services Agreement. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "seeks", "intends", "targets", "projects", "forecasts", "committed" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".

By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, fluctuations in interest rates, inflation and foreign exchange rates, monetary policies, business investment and the health of local and global equity and capital markets, changes in technology, management of market liquidity and funding risks, risks associated with financial instruments, changes in accounting policies and methods used to report financial condition (including uncertainties associated with significant judgments, estimates and assumptions), reliance on third party services, the effect of applying future accounting changes, privacy and confidentiality risks, product and service defects, medical liability claims, business competition, operational and reputational risks, technological changes, cybersecurity risks, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, man-made disasters, terrorist attacks, wars and other conflicts, or an outbreak of a public health pandemic or other public health crises (such as COVID-19), the Company's ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Company's success in anticipating and managing the foregoing factors.

The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances and that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Company. While the Company considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.

Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Additional information about the risks and uncertainties of the Company's business and material factors or assumptions on which information contained in forward–looking statements is based is provided in its disclosure materials, including the Company's most recently filed annual information form and any subsequently-filed interim MD&A, which are available under our profile on SEDAR at www.sedar.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.

For more information: https://www.thinkresearch.com/ca/investors/

SOURCE Think Research Corporation

Mark Sakamoto, Executive Vice President, Think Research, 416.388.7119, [email protected]