- Use of proceeds to pay all remaining deferred consideration payments related to the BioPharma acquisition
- Certain loan covenant breaches have been waived by lenders
TORONTO, ON – September 29, 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 third $3 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 to pay all remaining deferred consideration payments owing to the prior shareholders of acquired company Bio Pharma Services Inc. (“BioPharma”) and for general and working capital purposes. By paying such deferred consideration payments in cash, Think avoids any potential dilution that may otherwise occur if such payments were to be made by way of the issuance of Think common shares, and takes advantage of certain negotiated discounts available for cash payments to BioPharma. 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 fourth amendment agreement 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 the Credit Agreement 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 the same rate as earlier loans advanced under the Credit Agreement being 6% 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 9.5% per annum for the period commencing on the Second Advance Closing Date (as defined therein) and ending on November 30, 2023, as such date may be extended by written agreement between the Company and Beedie Capital, and 8.5% per annum payable in cash after such period;
- A commitment fee of $60,000 shall also be payable by Think to Beedie Capital (the “Commitment Fee”), which fee shall be added to the principal amount of the Advance.
- At any time during the term of the Credit Agreement, Beedie Capital may elect to convert the initial principal amount of the Advance (exclusive of the Commitment Fee unless the approval of the TSXV has been obtained at such time) into common shares of the Company (the “Common Shares”) at a conversion price of $0.3516 (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 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.
Common Shares issued on conversion of the Advance will be subject to a statutory resale restriction in accordance with applicable Canadian securities laws, expiring four months and one day from the date of the applicable advance, in addition to such other restrictions as may apply under the policies of the TSXV.
Related Party Transaction
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 would constitute a “related party transaction” as defined in MI 61-101 and within the meaning of TSXV Policy 5.9. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101.
About Think Research Corporation
Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company’s focused mission is to organize the world’s health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better healthcare outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.
Think licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by Think to support their practices. Millions of patients and residents annually receive better care due to the essential data that Think produces, manages and delivers.
In addition, the Company collects and manages pharmaceutical and clinical trial data via its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. Think’s other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery. Visit www.thinkresearch.com
Caution Regarding 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, statements regarding the funding of the Advance and the availability of subsequent advances, the use of the proceeds of the Advance, the anticipated closing date of the Advance, and the receipt of all necessary approvals, including the approvals of the TSXV.
Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to the Company’s business objectives, results of operations, financial results and trading activity in the Common Shares. 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 the Company’s actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company’s actual results may differ materially from those indicated in the forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, the risk factors described in the Company’s filings on www.sedarplus.com. 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.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933 (the “US Securities Act”) or any state securities laws and may not be offered or sold within the United States or to US Persons (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information: https://www.thinkresearch.com/ca/investors/
For further information: Mark Sakamoto, Executive Vice President, Think Research Corporation,
Direct: 416.388.7119, email@example.com