Think Research Enters into $25 Million Convertible Loan Facility with Beedie Capital, including Initial Advance of $10 Million
Financing positions Think for continued growth as it expands market share and becomes an essential data service for clinicians everywhere
TORONTO, April 25, 2022 /CNW/ - Think Research Corporation (TSXV: THNK) (OTCQB: THKKF) ("Think" or the "Company") a company focused on transforming healthcare through digital health software solutions, today is pleased to announce that it has entered into a credit agreement (the "Credit Agreement") with Beedie Investments Ltd. ("Beedie Capital") for a non-revolving term convertible loan facility of up to the principal amount of $25 million (the "Convertible Facility").
The Convertible Facility will be funded by way of an initial advance of $10 million (the "Initial Advance") to be drawn on the date that the conditions precedent under the Credit Agreement are satisfied (the "Closing Date"), with the remaining $15 million available for subsequent advances in minimum tranches of $3 million (each a "Subsequent Advance") over the term of the Convertible Facility. Proceeds of the Initial Advance will be used to fund future acquisitions, organic growth investments, and general working capital purposes. Subsequent Advances will be used to finance the acquisition of complementary businesses or assets by Think.
"We are excited to have entered into this credit facility with Beedie Capital," said Sachin Aggarwal, CEO of Think Research. "We look forward to having Beedie Capital as a strategic partner supporting our momentum as we execute on our strategy to become an essential data service for clinicians everywhere in the markets we serve. The financing will provide Think with financial flexibility to continue to aggressively grow its services and solutions and to expand its footprint."
"We have been following Think for some time and are excited to partner with the Company through this growth financing package," said David Bell, Managing Director at Beedie Capital. "We look forward to supporting Think as it continues to scale its digital health software solutions to empower healthcare providers to deliver the best care possible."
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, each compounded monthly and payable quarterly in arrears. 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 and may be prepaid, subject to certain conditions including the payment of applicable prepayment fees. Draws of Subsequent Advances are subject to the approval of Beedie Capital for the acquisition to be financed by such Advance, as well as applicable regulatory and stock exchange approvals.
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 adjustment in accordance with the terms of the Credit Agreement (the "Initial Conversion Price"). The Initial Conversion Price represents a 40% premium above the 20 trading day volume-weighted average price ("VWAP") of the Common Shares on the TSX Venture Exchange ("TSXV") on April 22, 2022.
Subject to the approval of the TSXV, the principal amount of any Subsequent Advance will be convertible into Common Shares at a deemed price per Common Share equal to the higher of: (i) the market price of the Common Shares, less the maximum permitted discount under applicable stock exchange rules; and (ii) a 25% premium above the 20 trading day VWAP of the Common Shares, in each case measured on the close of trading on the trading day immediately prior to the announcement of the acquisition to be the financed with such Subsequent Advance (each a "Subsequent Conversion Price").
Under the terms of the Credit Agreement, Think is entitled to require Beedie Capital to convert up to 50% of the principal amount of the Initial Advance or any Subsequent Advance in the event that the 20 trading day VWAP of the Common Shares equals or exceeds a 50% premium to the Initial Conversion Price or the Subsequent Conversion Price, as applicable.
While Beedie Capital has at least $10 million in capital invested in the Company, Beedie Capital will be entitled to have an observer on the Board of the Company. Should Beedie Capital own at least 15% of the issued and outstanding Common Shares, calculated on a non-diluted basis, it will have the option to require the Company to nominate a representative to the Board of the Company for the period it continues to hold at least 15% of such securities.
The Closing Date and funding of the Initial Advance is expected to take place in early May, subject to the satisfaction of customary closing conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSXV for the private placement of the Convertible Facility and the applicable conversion terms. The Convertible Facility will be 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.
Common Shares issued on conversion of the Convertible Facility will be subject to a statutory resale restriction in accordance with applicable Canadian securities laws, expiring four months and one day from the date of the applicable advance, in addition to such other restrictions as may apply under the policies of the TSXV.
On the Closing Date, the Company may pay a finder's fee in cash and securities to Origin Merchant Securities Inc. in connection with the Convertible Facility, subject to the approval of the TSXV and compliance with applicable securities laws.
Origin Merchant Securities Inc. acted as financial advisor and Blake, Cassels & Graydon LLP acted as legal counsel to Think in connection with the Credit Agreement. Dentons Canada LLP acted as legal counsel to Beedie Capital.
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
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
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 funding of the Initial Advance and the availability of Subsequent Advances, the use of the proceeds of the Convertible Facility (including the Initial Advance and Subsequent Advances), that the Convertible Facility will provide the Company with sufficient capital to support its growth strategy and expansion plans, the anticipated Closing Date and the funding of the Initial Advance, and the payment of finder's fees in connection with the Credit Agreement.
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 three and nine months ended September 30, 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]
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