Think Research Corporation Announces Completion of Plan of Arrangement

TORONTO, ON / ACCESSWIRE / April 18, 2024 / Think Research Corporation (TSXV:THNK) ("Think" or the "Company"), is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement"), pursuant to which Beedie Investments Ltd. ("Beedie Capital") acquired all of the issued and outstanding common shares in the capital of the Company ("Shares"), other than those Shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the Company as well as other persons, for cash consideration of C$0.32 per Share. The Arrangement, which was announced on February 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 (the "TSXV") 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 $1,850,000 (the "Bridge Loan") 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 (the "Special Committee"), 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 advisor.

Shareholder Questions and Assistance

Registered Shareholders must submit any certificates and/or DRS advices representing their Shares, together with a duly completed and executed letter of transmittal and any other documents that TSX Trust Company, who 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.