Vancouver, British Columbia--(Newsfile Corp. - December 16, 2023) - Beedie Investments Ltd. ("Beedie") has entered into a waiver and sixth amendment agreement dated December 15, 2023 (the "Amendment") with Think Research Corporation ("Think Research" or the "Company") to amend its credit agreement dated April 22, 2022 (the "Credit Agreement"), pursuant to which, amongst other things, Beedie has agreed to advance an additional $2 million (the "Fifth Advance") under the $25 million non-revolving term convertible loan facility (the "Convertible Facility") provided to Think Research pursuant to the Credit Agreement.
The Fifth Advance will be drawn on the date that the conditions precedent under the Amendment are satisfied, which conditions include conditional approval of the TSX Venture Exchange (the "Fifth Advance Closing Date"). The Fifth Advance shall bear interest at 8% 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 Fifth Advance, for a total interest rate of 11.5% per annum for the period commencing on the Fifth Advance Closing Date. Pursuant to the Amendment, a commitment fee of $40,000 shall be payable by Think Research to Beedie, which fee shall be deducted from the Fifth Advance and retained by Beedie. Proceeds of the Fifth Advance will be used by Think Research 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 Fifth Advance into common shares of Think Research ("Common Shares") at a conversion price of $0.35 per Common Share, subject to TSX Venture Exchange approval and adjustment in accordance with the terms of the Credit Agreement.
Immediately prior to entering into the Amendment, Beedie, directly or indirectly, owned or controlled 2,934,900 Common Shares. Beedie has previously advanced to the Company $10 million (the "Initial Advance"), $3 million (the "Second Advance"), $3 million (the "Third Advance") and $2 million (the "Fourth 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, 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, the Third Advance was converted in full into Common Shares using the prior conversion price of the Third Advance of $0.3516 per Common Share, and the Fourth Advance was converted in full into Common Shares using the prior conversion price of the Fourth Advance of $0.35 per Common Share, Beedie, directly or indirectly, would own or control a total of 34,467,630 Common Shares, representing approximately 31.2% 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, Third Advance, Fourth Advance and Fifth Advance, Beedie, directly or indirectly, would own or control a total of 40,181,915 Common Shares, representing approximately 34.6% 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, Fourth Advance, Fifth Advance and the remaining balance of the Convertible Facility into Common Shares in accordance with the terms of the Credit Agreement (assuming that (i) the next $1 million of subsequent advances under the Convertible Facility are converted into Common Shares at a conversion price of $0.35 per share, as contemplated by the Amendment, and (ii) the remaining $4 million of subsequent advances under the Convertible Facility are converted into Common Shares at a conversion price of $0.225 per share, representing a 25% premium above the closing price of the Common Shares on the TSX Venture Exchange as of December 15, 2023), Beedie, directly or indirectly, would own or control a total of 60,816,836 Common Shares, representing approximately 44.5% 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 TSX Venture Exchange approval of the applicable conversion price and 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 the Company through open market purchases or privately negotiated transactions, a corporate transaction, such as a merger, reorganization or liquidation, involving the Company, 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.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.
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