Think Research Enters into Definitive Agreement to be Acquired by Beedie ...

• Think Research Corporation shareholders to receive cash payment of $0.32 per Common Share, representing a 100% premium to the closing price of the Common Shares on February 15, 2024 and a 75% premium to the 30-day volume-weighted average trading price of the Common Shares • Special Committee and Board (excluding any interested directors) unanimously determined the Transaction is in the best interests of the Company, and the Board (excluding any interested directors) has recommended that shareholders vote in favour of the Transaction• Certain shareholders, including Chief Executive Officer, Sachin Aggarwal, to roll their equity ownership• Shareholders holding 48.21% of the Common Shares have agreed to support the Transaction• Think Research Corporation will continue to execute on its strategy of delivering knowledge-based digital health software solutions as a private company upon the completion of the Transaction

TORONTO, ON / ACCESSWIRE / February 16, 2024 / Think Research Corporation (TSXV:THNK) ("Think" or the "Company"), a company focused on transforming healthcare through digital health software solutions, today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with Beedie Investments Ltd. ("Beedie Capital"), a multi-strategy direct investment platform managing alternative investments for one of the largest private companies in Western Canada, pursuant to which Beedie Capital will acquire all of the common shares in the capital of the Company (the "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 (such shareholders, collectively, the "Continuing Shareholders"), for cash consideration of $0.32 per Share (the "Consideration") (collectively, the "Transaction"). The Consideration represents a 100% premium to the closing price of the Shares on the TSX Venture Exchange (the "TSXV") on February 15, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 75% premium to the 30-day volume-weighted average price ("VWAP") of the Shares on the TSXV for the period ended February 15, 2024. As of the date hereof, the Continuing Shareholders, collectively, beneficially own or control an aggregate of 21,706,567 Shares (representing approximately 27.4% of the issued and outstanding Shares on a non-diluted basis).

"The Think team is pleased that Beedie Capital has demonstrated its confidence in the Company through this Transaction, the Consideration of which reflects a strong endorsement of the Company's value. Beedie Capital has a deep understanding of our business and we look forward to working with them to continue executing on our plan to accelerate growth and provide digital solutions to clinicians worldwide," said Think Research's Chief Executive Officer, Sachin Aggarwal. "In addition, the Transaction eliminates the financial and administrative burden of continuing as a reporting issuer in what is already a challenging market environment."

Richard Wells, an independent director of the Think board of directors (the "Board") and Chair of the Special Committee, said, "After a comprehensive process and careful deliberation, supported by external professional advisors, the Special Committee considers that the Transaction represents the best available path forward for the Company, its shareholders, lenders, employees and other stakeholders. This Transaction provides a cash premium and immediate liquidity to holders of Shares and the Board is unanimous in its belief that this Transaction is in the best interests of all Think shareholders."

Special Committee and Board Recommendations

The Arrangement Agreement was approved unanimously by the Board (with any interested director abstaining from voting due to his or her participation in the Transaction as a Continuing Shareholder), after taking into account, among other things, the unanimous recommendation of a special committee (the "Special Committee") of the Board comprised of Richard Wells, Cindy Gray and Jeffrey Orridge, each an independent director of the Company. The Special Committee and the Board (with the abstention of any interested directors) determined that the Transaction is in the best interests of the Company and the Board recommends that holders of Shares (other than Beedie Capital and the Continuing Shareholders) vote in favour of the Transaction at the Meeting (as defined below).

In making its determination to unanimously recommend approval of the Transaction to the Board, and in the Board's determination to approve the Transaction, the Special Committee and the Board considered the following factors, among other things:

• Compelling Value and Immediate Liquidity - the all-cash Consideration provides shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 100% premium to the closing price of the Shares on the TSXV on February 15, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 75% premium to the 30-day VWAP of the Shares on the TSXV for the period ended February 15, 2024;• Fairness Opinion - the Special Committee received an oral fairness opinion from Canaccord Genuity Corp. ("Canaccord"), which opinion concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, the Consideration to be received by the shareholders (other than Beedie Capital and the Continuing Shareholders) pursuant to the Transaction is fair, from a financial point of view, to the shareholders. A written copy of the fairness opinion will be included in the materials sent to shareholders in connection with the Meeting; • Go-Shop Provision - the Arrangement Agreement includes a go-shop provision, during which time the Company, with the assistance of Canaccord, will be permitted to actively solicit, evaluate and enter into negotiations with respect to a potential Superior Proposal (as defined in the Arrangement Agreement) for a 30-day period, as more particularly described below;• Support for the Transaction - each of the Continuing Shareholders and certain other shareholders, directors that hold Shares and certain officers of the Company has entered into a voting support agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 48.21% of all of the Shares, in favour of the Transact