Think Research Corporation Announces Completion of Plan of Arrangement - Seite 3

The completion of the Arrangement and entry into the Bridge Loan result in changes to material facts included in the early warning report dated February 16, 2024 filed by Beedie Capital on Think's SEDAR+ profile. Accordingly, an early warning report containing additional information will be filed by Beedie Capital in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from Beedie Capital upon request at 604-436-7888. Beedie Capital's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC, V6E 4M3.

MI 61-101 Disclosure

Beedie Capital is a "related party" of the Company as defined in Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the amendments to the credit agreement would constitute a "related party transaction" as defined in MI 61-101. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

Forward Looking Information

This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.

Statements including forward-looking information may include, without limitation, the timing of various steps to be completed in connection with the delisting of the Shares from the TSXV and the Company's application to cease to be a reporting issuer and terminate its public reporting requirements. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, current expectations and analyses made by the Company and its management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from the any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, (i) the possibility that the Shares will not be delisted from the TSXV in accordance with the timing currently contemplated and that the Shares may not be delisted at all, due to a failure to satisfy, in a timely manner or otherwise, conditions necessary to delist the Shares from the TSXV or for other reasons, (ii) the possibility that the Company will not receive approval to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements (iii) the possibility of adverse reactions or changes in business resulting from the completion of the Arrangement; (iv) the possibility of litigation relating to the Arrangement; and (v) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.