EARLY WARNING REPORT IN RESPECT OF THINKIFIC LABS INC.
On April 14, 2025, the Issuer announced its plan to eliminate its dual-class structure by converting all of its issued and outstanding Multiple Voting Shares into Subordinate Voting Shares on a one-for-one basis, Subsequently, the Issuer would alter its Notice of Articles and Articles to (i) eliminate the Multiple Voting Shares and (ii) reclassify the Subordinate Voting Shares as Common Shares in the capital of the Issuer (the " Common Shares", and such transaction, the " Capital Reorganization"). On April 25, 2025, the Issuer announced the completion of the Capital Reorganization and the reclassification of the Subordinate Voting Shares (which includes the Subordinate Voting Shares held by the Rhino Principals) to Common Shares.
Mr. Hall, Mr. Rhind and their joint actors are referred to herein collectively as the " Rhino Group". Mr. Braden Fraser Hall and Mr. Julian Rhind both serve as principals of the Rhino Group.
Prior to the completion of the Share Exchange and the Capital Reorganization, the Rhino Principals and the Rhino Group were deemed to beneficially own, or have control or direction over, 16,279,078 Multiple Voting Shares and nil Subordinate Voting Shares, representing approximately 36.70% and nil% of the issued and outstanding Multiple Voting Shares and Subordinate Voting Shares, respectively. As a result of the Share Exchange and the Capital Reorganization, the Rhino Principals and the Rhino Group are deemed to beneficially own, or have control or direction over, 16,279,078 Common Shares of the Issuer, representing approximately 23.93 % of the issued and outstanding Common Shares.
The Rhino Principals and the Rhino Group have a long-term view of their investment in the Issuer but intend to evaluate such investment on a continuing basis and may either acquire Common Shares or decrease their holdings of Common Shares in the future on the open market or in private transactions, depending on market conditions, estate planning purposes and other factors. Although the Rhino Principals currently have no other plans or intentions that relate to their investment in the Issuer, depending on market conditions, general economic and industry conditions, the Issuer's business and financial condition and/or other relevant factors, in the future the Rhino Principals may discuss with management and/or the board of directors of the Issuer any of the transactions listed in clauses (a) to (j) of item 5 of Form 62-103F1 (" Form 62-103F1") of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues (" NI 62-103") and, subject to the provisions of an amended and restated investor rights agreement dated April 16, 2025, may form plans or intentions relating to such transactions.
This press release is being issued pursuant to the requirements of NI 62-103 of the Canadian Securities Administrators. An early warning report with additional information in respect of the foregoing matters will be filed under the Issuer's profile on the System for Electronic Document Analysis and Review+ (SEDAR+) at www.sedarplus.ca, and can also be obtained upon request by contacting Candace Hobin ([email protected]) at Rhino Ventures, 1010 Raymur Avenue, Vancouver, BC, Canada, V6A 3T2.
The address and head office of the Issuer is located at Thinkific Labs Inc., 369 Terminal Avenue, Suite 400, Vancouver, British Columbia Canada V6A 4C4.
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