Think Research Announces Agreement for Subsequent Advance Under Existing Convertible Facility

• Proceeds will be used for general and working capital purposes
• Certain loan covenant breaches have been waived by lenders
• Additional subsequent advance terms have been agreed

TORONTO, ON / ACCESSWIRE / December 15, 2023 / 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 today in respect of a $2 million convertible subsequent advance (the "Advance") from Beedie Investments Ltd. ("Beedie Capital"), pursuant to its existing credit agreement with Beedie Capital dated as of April 22, 2022 (as amended, the "Credit Agreement"). Think intends to use the proceeds of the Advance for general and working capital purposes. The Advance forms part of the $25 million convertible facility with Beedie Capital that was previously announced on April 25, 2022.

The Advance is provided pursuant to the Credit Agreement and a sixth amendment agreement ("Sixth Amendment") thereto, which sets out the terms and conditions of such Advance as follows:

• The Advance will be drawn on the date that the conditions precedent under Sixth Amendment are satisfied (the "Subsequent Advance Closing Date"), which conditions include conditional approval of the TSX Venture Exchange (the "TSXV").
• The Advance shall bear interest at 8% per annum in cash interest, with a 3.5% per annum compounded monthly in arrears component that is added to the outstanding principal amount of the Advance, for a total interest rate of 11.5% per annum for the period commencing on the Subsequent Advance Closing Date;
• A commitment fee of $40,000 shall be payable by Think to Beedie Capital (the "Commitment Fee"), which fee shall be deducted from the Advance and retained by Beedie Capital.
• At any time during the term of the Credit Agreement, Beedie Capital may elect to convert the initial principal amount of the Advance into common shares of the Company (the "Common Shares") at a conversion price of $0.35 (the "Subsequent Advance Conversion Price". The Subsequent Advance Conversion Price represents a 35% premium above the 20 trading day volume-weighted average price of the Common Shares on the TSXV.
• The maturity date of the Advance will be May 10, 2026.

The Subsequent Advance Closing Date and funding of the Advance is expected to take place in the coming days 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.