Vancouver, British Columbia--(Newsfile Corp. - September 29, 2023) - Beedie Investments Limited ("Beedie") has amended (the "Amendment") its credit agreement dated April 22, 2022 (the "Credit Agreement") with Think Research Corporation ("Think Research" or the "Company"), pursuant to which, amongst other things, Beedie has agreed to advance an additional $3 million (the "Third Advance") under the $25 million non-revolving term convertible loan facility (the "Convertible Facility") provided to Think Research pursuant to the Credit Agreement.
The Third Advance will be drawn on the date that the conditions precedent under the Credit Agreement are satisfied, which conditions include conditional approval of the TSX Venture Exchange (the "Third Advance Closing Date"). Proceeds of the Third Advance will be used by Think Research to pay all remaining deferred consideration payments owing to the prior shareholders of Bio Pharma Services Inc. (a company previously acquired by Think Research) and for general and working capital purposes.
At any time during the term of the Convertible Facility, Beedie may elect to convert the principal amount of the Third Advance into common shares of Think Research ("Common Shares") at a conversion price of $0.3516 per Common Share, subject to adjustment in accordance with the terms of the Credit Agreement.
Pursuant to the Amendment, a commitment fee of $60,000 shall also be payable by Think Research to Beedie, which fee shall be added to the principal amount of the Third Advance.
Immediately prior to entering into the Amendment, Beedie, directly or indirectly, owned or controlled 2,934,900 Common Shares. Beedie has previously advanced to Think Research $10 million (the "Initial Advance") and $3 million (the "Second Advance") under the Convertible Facility. If the Initial Advance was converted in full into Common Shares using the prior conversion price of the Initial Advance of $0.97 per Common Share and the Second Advance was converted in full into Common Shares using the prior conversion price of the Second Advance of $0.43 per Common Share, Beedie, directly or indirectly, would own or control a total of 20,220,922 Common Shares, representing approximately 21.2% of the issued and outstanding Common Shares immediately prior to entering into the Amendment on a partially diluted basis.
Subsequent to entering into the Amendment and the conversion in full of the Initial Advance, Second Advance and Third Advance, Beedie, directly or indirectly, would own or control a total of 28,753,345 Common Shares, representing approximately 27.7% of the issued and outstanding Common Shares on a partially diluted basis.
Subsequent to entering into the Amendment and the conversion in full of the Initial Advance, Second Advance, Third Advance and the remaining balance of the Convertible Facility into Common Shares in accordance with the terms of the Credit Agreement (assuming that all subsequent advances under the Convertible Facility are converted into Common Shares at a conversion price of $0.3256 per share, representing a 25% premium above the closing price of the Common Shares on the TSX Venture Exchange as of September 28, 2023), Beedie, directly or indirectly, would own or control a total of 56,394,622 Common Shares, representing approximately 42.9% of the issued and outstanding Common Shares on a partially diluted basis. The actual number of Common Shares issued pursuant to the conversion of any subsequent advances under the Convertible Facility will depend upon the 20-day VWAP of the Common Shares on the TSX Venture Exchange applicable at the time.
All of the securities held by Beedie in Think Research, including the Common Shares and the Credit Agreement, are being held for investment purposes. Beedie may in the future take such actions in respect of its Think Research securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of Think Research through open market purchases or privately negotiated transactions, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or enter into or propose a corporate transaction with regard to Think Research, or Beedie may continue to hold its current positions, or engage in other events of the type described in Item 5 of the early warning report filed by Beedie in relation hereto.
A copy of the early warning report relating to the Credit Agreement will be available under Think Research's profile on SEDAR+ at www.sedarplus.ca, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC, V6E 4M3.
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 news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/182403
