Think Research Corporation Announces Completion of Plan of Arrangement - Seite 2

Shareholders who have questions or require assistance with submitting their Shares to the Arrangement may direct their questions to the Company's strategic shareholder advisor and proxy solicitation agent, Morrow Sodali at 1-888-444-0591 toll free in North America or 1-289-695-3075 collect outside North America or by email at [e-mail]. Further information about submitting your Shares to the Arrangement, including with respect to completing the letter of transmittal, may be addressed to TSX Trust Company toll free at 1-866-600-5869 or by email at [e-mail].

Early Warning

Immediately prior to the completion of the Arrangement, Beedie Capital held or exercised control or direction over (i) 2,934,900 Shares, representing approximately 3.7% of the issued and outstanding Shares (on a non-diluted basis) and (ii) assuming the conversion in full of the aggregate principal amount outstanding under the non-revolving term convertible loan facility made available by Beedie Capital to the Company (the "Loan Facility") of $21 million using the applicable conversion price as of the respective dates of each advance under the Loan Facility, Beedie Capital would hold or exercise control or direction over an aggregate of 43,039,057 Shares, representing approximately 36.1% of the issued and outstanding Shares (on a partially-diluted basis); and (iii) assuming the conversion in full of the principal amounts outstanding under the Loan Facility of $21 million using the applicable conversion price as of the respective dates of each advance under the Loan Facility, as well as the remaining $4 million of undrawn principal available under the Loan Facility at a conversion price of $0.388 per share, representing a 25% premium above the closing price of the Shares on the TSXV as of April 17, 2024, Beedie Capital would hold or exercise control or direction over an aggregate of 53,361,638 Shares, representing approximately 41.16% of the issued and outstanding Shares (on a partially-diluted basis).

Following the completion of the Arrangement, Beedie Capital owns 57,864,367 Shares, representing approximately 73.0% of the issued and outstanding Shares.

In connection with the closing of the Arrangement, each of the directors that were previously on the board of directors of the Company resigned, other than Sachin Aggarwal. Two representatives of Beedie Capital, David Bell and Adrian Chan have also been appointed as directors of the Company.