Leading Independent Proxy Advisory Firm ISS Recommends Think Research Corporation Shareholders Approve The Arrangement With Beedie Capital

TORONTO, ON / ACCESSWIRE / March 11, 2024 / Think Research Corporation (TSXV:THNK) ("Think" or the "Company"), today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy advisory firm, released a report (the "ISS Report") recommending that Think shareholders ("Shareholders") vote in favour of the previously announced plan of arrangement (the "Transaction") with Beedie Investments Ltd. ("Beedie Capital").

The ISS Report states, in addition to other things, that "The offer represents an attractive premium to the price on the day before the announcement providing for an exit to the uncertainty and challenges which will likely persist in the event of non-approval".

Details of the Transaction

As previously disclosed, pursuant to the Transaction, 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 under the terms of the arrangement agreement dated February 15, 2024, entered into between the Company and Beedie Capital (the "Arrangement Agreement"). The Transaction is expected to close in the second quarter of 2024, subject to shareholder, court and regulatory approvals and other closing conditions customary to transactions of a similar nature. Shareholders will be asked to approve the Transaction at the upcoming special meeting of Shareholders to be held in virtual-only format via live audio webcast on April 4, 2024 at 2:00 p.m. (Toronto time) at https://virtual-meetings.tsxtrust.com/en/1623(the "Meeting").

Special Committee and Board Recommendations

The Arrangement Agreement was approved unanimously by the board of directors of the Company (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 of the Board (the "Special Committee"). Shareholders are encouraged to read the Company's discussion of the principal reasons the Board and the Special Committee recommended the Transaction which is summarized in the Company's news release dated February 16, 2024.