Think Research Announces Shares for Debt Transaction

TORONTO, May 1, 2023 /CNW/ - Think Research Corporation (TSXV: THNK) ("TRC" or the "Company"), a company focused on transforming healthcare through digital health software solutions, is pleased to announce that it has entered into an agreement with an arm's length third party pursuant to which the Company has agreed to issue C$100,000 in common shares in the capital of TRC ("TRC Shares") at a per-share price of $0.3814, which is equal to the 10-day volume-weighted average price of TRC Shares on the TSX Venture Exchange (the "TSXV").  The total number of shares to be issued is 262,192. The Company may issue up to C$450,000 in additional TRC Shares in equal quarterly instalments over a two-year period, at a per-share price equal to the 10-day volume-weighted average price of TRC Shares on the TSXV on the relevant payment date. The Company may elect to pay any portion of the C$450,000 in cash, in its discretion. The TRC Shares will be issued in order to resolve a contractual dispute dating back to 2019, which the Company believes is in its best interest to settle.  As part of such settlement, the parties have exchanged mutual full and final releases, and the counterparty has provided the Company with a voting support agreement. The shares for debt settlement remains subject to approval by the TSXV. The TRC Shares issued pursuant to the shares for debt settlement will be subject to a four month hold period which will expire on the date that is four months and one day from the date of issuance.

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 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, healthcare 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.

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

Caution Regarding Forward Looking Information

This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "believe", "expect," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Statements including forward-looking information may include, without limitation, statements regarding the receipt of TSXV approval and the number of TRC Shares being issued for debt.

Forward-looking information reflects management's current beliefs and is based on assumptions that may prove to be incorrect. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company's actual results may differ materially from those indicated in the forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, the risk factors described under the heading "Caution Regarding Forward Looking Information" in the Company's Management's Discussion & Analysis for the year ended December 31, 2022, which is available on the Company's profile at www.sedar.com. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. 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.

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, whether as a result of new information, future events or results, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility 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 Corporation, Direct: 416.388.7119, [email protected]