Vancouver, British Columbia–(Newsfile Corp. – May 11, 2022) – Beedie Investments Limited (the “Beedie”) has entered into a credit agreement dated April 22, 2022 (the “Credit Agreement”) with Think Research Corporation (“Think Research”) pursuant to which Beedie has agreed to loan up to $25 million (the “Loan Facility”) to Think Research.
The Loan Facility will be funded by way of an initial advance of $10 million (the “Initial Advance”) on the closing date (the “Closing Date”), and the remaining $15 million will be available for subsequent advances in minimum tranches of $3 million (each, a “Subsequent Advance”) over the term of the Loan Facility. The Loan Facility carries an interest rate of 8.5% on advanced funds and 1.25% on standby funds available, with the principal payment due 48 months after the Closing Date. Proceeds of the Initial Advance will be used to fund future acquisitions, organic growth investments, and general working capital purposes. Subsequent Advances will be used to finance the acquisition of complementary businesses or assets by Think Research.
At any time during the term of the Convertible Facility, Beedie may elect to convert the principal amount of the Initial Advance into common shares of Think Research (“Common Shares”) at a conversion price of $1.443 per Common Share, subject to adjustment in accordance with the terms of the Credit Agreement (the “Initial Conversion Price”). Subject to the approval of the TSX Venture Exchange, the principal amount of any Subsequent Advance under the Loan Facility will be convertible into Common Shares at a conversion price equal to the higher of: (i) the market price of the Common Shares, less the maximum permitted discount under applicable stock exchange rules; and (ii) a 25% premium above the 20 trading day volume weighted average price (“VWAP”) of the Common Shares, in each case measured on the close of trading on the trading day immediately prior to the announcement of the acquisition to be the financed with such Subsequent Advance.
Under the terms of the Credit Agreement, Think Research is entitled to require Beedie to convert up to 50% of the principal amount of the Initial Advance or any Subsequent Advance in the event that the 20 trading day VWAP of the Common Shares equals or exceeds a 50% premium to the Initial Conversion Price or the Subsequent Conversion Price, as applicable.
While Beedie has at least $10 million in capital invested in Think Research, Beedie will be entitled to have an observer on the board of directors of Think Research (the “Board”). Should Beedie own at least 15% of the issued and outstanding Common Shares, calculated on a non-diluted basis, it will have the option to require Think Research to nominate a representative to the Board of Think Research for the period it continues to hold at least 15% of such securities.
Immediately prior to entering into the Credit Agreement, Beedie, directly or indirectly, owned or controlled 1,059,900 Common Shares. Assuming conversion in full of the Initial Advance into Common Shares in accordance with the terms of the Credit Agreement, Beedie, directly or indirectly, would own or control a total of 7,989,906 Common Shares, representing approximately 12.1% of the issued and outstanding Common Shares on a partially diluted basis. Assuming conversion in full of the entire Loan Facility into Common Shares in accordance with the terms of the Credit Agreement (assuming that all Subsequent Advances under the Loan Facility are converted into Common Shares at a conversion price of $0.85 per share, representing a 25% premium above the closing price of the Common Shares on the TSX Venture Exchange as May 10, 2022), Beedie, directly or indirectly, would own or control a total of 25,636,964 Common Shares, representing approximately 30.3% 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 Loan 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 Beedie may continue to hold its current positions.
A copy of the early warning report relating to the Credit Agreement will be available under Think Research’s profile on SEDAR at www.sedar.com, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie’s head office is located at 3030 Gilmore Diversion, Burnaby, British Columbia, V5G 3B4.
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.
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