Think Research Closes Initial Advance of $10 Million Under $25 Million Convertible Loan Facility with Beedie Capital

TORONTO, May 10, 2022 /CNW/ - Think Research Corporation (TSXV: THNK) (OTCQB: THKKF) ("Think" or the "Company") a company focused on transforming healthcare through digital health software solutions is pleased to announce that it has closed an initial advance of $10 million (the "Initial Advance") from Beedie Investments Ltd. ("Beedie Capital") under the Company's non-revolving term convertible loan facility of up to the principal amount of $25 million (the "Convertible Facility"). Pursuant to the terms of the credit agreement between Think and Beedie Capital dated April 22, 2022 (the "Credit Agreement"), Think may use the proceeds of the Initial Advance to fund future acquisitions, organic growth investments, and for general working capital purposes. The undrawn $15 million of the Convertible Facility will be available for subsequent advances in minimum tranches of $3 million over the term of the Convertible Facility, with such advances to be used to finance Think's acquisition of complementary businesses or assets.

Sachin Aggarwal, CEO, Think Research said, "We are pleased to have a funding partner with the pedigree of Beedie Capital. The immediate capital injection of $10 million from Beedie provides us with the balance sheet strength and flexibility to continue to execute our aggressive strategic plans as we aim for operating profitability while becoming an essential data service to clinicians everywhere in the markets that we serve."

The Convertible Facility bears interest at a rate of 8.50% per annum on advanced funds and carries a standby fee equal to 1.25% per annum on the unadvanced portion of the Convertible Facility. Subject to the terms of the Credit Agreement, the Convertible Facility, including all subsequent advances, will have a term of four years from the closing date of the Initial Advance (the "Closing Date") and may be prepaid, subject to certain conditions including the payment of applicable prepayment fees. At any time during the term of the Convertible Facility, Beedie Capital may elect to convert the principal amount of the Initial Advance into common shares of Think (each a "Common Share") at a conversion price of $1.443 per Common Share, subject to the terms of the Credit Agreement. Common Shares issued on conversion of the Initial Advance will be subject to a four month and one day statutory resale restriction in accordance with applicable Canadian securities laws, which will expire on September 11, 2022. The Convertible Facility is secured by a general security agreement over the assets of the Company and certain of the Company's subsidiaries, among other security granted to Beedie Capital, and contains customary covenants for a secured credit facility of this type. For further information on the terms of the Convertible Facility, see the Company's press release dated April 25, 2022.

In connection with the Convertible Facility, on the Closing Date the Company paid a cash commission of $570,000 to and issued 309,278 non-transferable compensation options (each a "Compensation Option") to Origin Merchant Securities Inc. Each Compensation Option entitles the holder to purchase one Common Share at a price of $1.443 for a period of two years from the Closing Date. The Compensation Options and any Common Shares issued on exercise of the Compensation Options are subject to a four month and one day statutory resale restriction in accordance with applicable Canadian securities laws, which will expire on September 11, 2022.

About Think Research

Think is an industry leader in delivering knowledge-based digital healthcare 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. Visit: www.thinkresearch.com

About Beedie Capital

Beedie Capital is a multi-strategy direct investment platform that manages the alternative investments and assets for Beedie, one of the largest private companies in British Columbia. 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 provides its partners the time to deliver on their strategic plans, while providing capital in the right structure to optimize cost of capital and shareholder return. 

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. 

Visit: www.beedie.ca/capital

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: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "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 availability of subsequent advances, the use of the proceeds of the Convertible Facility and the Company's goal of achieving operating profitability.

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to the Company's business objectives, results of operations, financial results and trading activity in the Common Shares. 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, 2021, 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.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933 (the "US Securities Act") or any state securities laws and may not be offered or sold within the United states or to US Persons (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

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, 416.388.7119, [email protected]