No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (the "Prospectus Supplement"), together with the short form base shelf prospectus dated November 14, 2023 to which it relates (the "Base Shelf Prospectus"), as amended or supplemented, and each document deemed to be incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell such securities.

The securities offered under this Prospectus Supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States unless registered under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. See "Plan of Distribution".

Information has been incorporated by reference in this Prospectus Supplement, and the Base Shelf Prospectus to which it relates, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the corporate secretary of Thinkific Labs Inc., at 369 Terminal Ave, Suite 400 Vancouver, BC V6A 4C4 (telephone: 1-888-832-2409) and are also available electronically under the Company's SEDAR+ profile at www.sedarplus.ca.

PROSPECTUS SUPPLEMENT

TO A SHORT FORM BASE SHELF PROSPECTUS DATED NOVEMBER 14, 2023

Secondary Offering

June 10, 2025

THINKIFIC

Thinkific Labs Inc.

C$13,000,005

5,777,780 Common Shares

This Prospectus Supplement qualifies the distribution (the "Offering") of 5,777,780 common shares (the "Offered Shares") in the capital of Thinkific Labs Inc. (the "Company" or "Thinkific") at a price of C$2.25 per Offered Share (the "Offering Price") to be sold by Rhino Co-Invest 1 Limited Partnership, Vancouver Founder Fund (VCC) Inc., Vancouver Founder Fund Limited Partnership and VFF II Limited Partnership (collectively, the "Selling Shareholders"). The Company will not receive any of the proceeds from the sale of the Offered Shares by the Selling Shareholders or from any exercise of the Over-Allotment Option (as defined herein). See "Selling Shareholders" and "Plan of Distribution".

CIBC World Markets Inc. is a wholly-owned subsidiary of a Canadian chartered bank which directly and/or indirectly manages and controls certain investment vehicles which have invested into funds that are "related issuers" (as defined in National Instrument 33-105 - Underwriting Conflicts ("NI 33-105")) of the Selling Shareholders. Similarly, the Company, on the basis that the Selling Shareholders collectively own voting securities of the Company entitling such Selling Shareholders to more than 20% of the votes for the election or removal of directors of the Company, may also be considered a related issuer of the Selling Shareholders and such funds. Accordingly, both the Company and the Selling Shareholders, could be considered a "connected issuer" (as defined in NI 33-105) of such Underwriter for the purposes of the securities legislation of certain Canadian provinces. See "Plan of Distribution".

The common shares of Thinkific (the "Common Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "THNC". On June 9, 2025, the last trading day completed prior to the date of this Prospectus Supplement, the closing price of the Common Shares on the TSX was C$2.41.

The Selling Shareholders currently beneficially own 16,279,078 Common Shares, representing approximately 23.92% of the issued and outstanding Common Shares. Upon completion of the Offering, and assuming no exercise of the Over-Allotment Option, the Selling Shareholders will beneficially own approximately 15.43% of

the issued and outstanding Common Shares on a non-diluted basis and 14.79% of the issued and outstanding Common Shares on a fully-diluted basis. See "Selling Shareholders".

Price: C$2.25 per Offered Share

	Price to the Public	Underwriters' Fee(1)	Net Proceeds to the Selling Shareholders(2)
Per Offered Share	C$2.25	C$0.09	C$2.16
Total Offering	C$13,000,005.00	C$520,000.20	C$12,480,004.80

(1) The Selling Shareholders have agreed to pay the Underwriters (as defined herein) a fee of C$0.09 per Offered Share sold by such Selling Shareholders (being 4% of the Offering Price) (the "Underwriters' Fee"). The Underwriters' Fee will be paid by the Selling Shareholders from the proceeds of the Offering. See "Plan of Distribution". The Co-Lead Underwriters shall be entitled to receive from the Selling Shareholders, out of the Underwriters' Fee, a work fee equal to 5.0% of the aggregate Underwriters' Fee, which will be allocated 57% to Cormark and 43% to CIBC. See "Plan of Distribution".
(2) After deducting the Underwriters' Fee, but before deducting the expenses of the Selling Shareholders related to the Offering, which will be paid by the Selling Shareholders from the proceeds of the Offering. See "Use of Proceeds".
(3) The Selling Shareholders have granted to the Underwriters an option (the "Over-Allotment Option"), exercisable, in whole or in part, at any time until 11:59 p.m. ET on the 30th day following the Closing Date (as defined herein), to purchase up to 866,667 additional Common Shares (the "Additional Shares"), representing in the aggregate 15% of the total number of the Offered Shares, at the Offering Price, less the Underwriters' Fee. The Additional Shares will be sold on the same terms as set out above solely to cover over-allotments, if any, and for consequent market stabilization, with the Selling Shareholders selling the Additional Shares in equal proportions. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to the Selling Shareholders" will be C$14,950,005.75, C$598,000.23 and C$14,352,005.52, respectively. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option and the distribution of up to 866,667 Additional Shares to be sold by the Selling Shareholders upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the over-allocation position acquires those Common Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. The Underwriters shall be entitled to the Underwriters' Fee for any Additional Shares sold in connection with any exercise of the Over-Allotment Option. See "Plan of Distribution".

The following table sets out the number of Additional Shares that may be sold to the Underwriters pursuant to the Over-Allotment Option:

Underwriters' Position	Maximum Number of Securities Available	Exercise Period	Exercise Price
Over-Allotment Option	866,667 Additional Shares	For a period of 30 days after the Closing Date	C$2.25 per Additional Share

Unless the context otherwise requires, all references to the "Offering" and "Offered Shares" herein include the Additional Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Offered Shares are being offered pursuant to an underwriting agreement dated June 10, 2025 (the "Underwriting Agreement") among the Company, the Selling Shareholders, Cormark Securities Inc. and CIBC World Markets Inc. (together, the "Co-Lead Underwriters"), and Canaccord Genuity Corp. (together with the Co-Lead Underwriters, the "Underwriters"). The terms of the Offering were negotiated between the Selling Shareholders and the Co-Lead Underwriters, on behalf of the Underwriters.

The Underwriters, as principals, conditionally offer the Offered Shares qualified under this Prospectus Supplement, together with the Base Shelf Prospectus, subject to prior sale if, as and when sold and delivered by the Selling Shareholders and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under the heading "Plan of Distribution", and subject to the approval of certain legal matters on behalf of the Company by Blake, Cassels & Graydon LLP, on behalf of the Selling Shareholders by Osler, Hoskin & Harcourt LLP and on behalf of the Underwriters by Norton Rose Fulbright Canada LLP.

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. See "Purchasers' Statutory Rights".

In connection with the Offering, the Underwriters may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, in each case as permitted under applicable securities laws. Such transactions, if commenced, may be discontinued by the Underwriters at any time.

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at such Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in accordance with applicable Canadian securities laws. Any such reduction will not affect the net proceeds to be received by the Selling Shareholders under the Offering. See "Plan of Distribution".

Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that closing of the Offering will occur on or about June 13, 2025, or on such later date as may be mutually agreed to by the Company, the Selling Shareholders and the Co-Lead Underwriters, on behalf of the Underwriters, but not later than 42 days from the date of this Prospectus Supplement (the "Closing Date"). Subject to certain limited exceptions, the Offered Shares to be sold in the Offering will be deposited with CDS Clearing and Depository Services Inc. ("CDS") in electronic form on the Closing Date through the non-certificated inventory system administered by CDS. Subject to certain limited exceptions, purchasers of the Offered Shares will receive only a customer confirmation from the registered dealer which is a CDS participant and from or through which the Offered Shares are purchased.

An investment in the Offered Shares is subject to a number of risks. A prospective purchaser should review this Prospectus Supplement, together with the Base Shelf Prospectus, in their entirety and carefully consider the risk factors described under "Risk Factors" and the risks identified in the documents incorporated by reference herein before purchasing Offered Shares.

Paula Boggs, Russ Mann and Melanie Kalemba, each a director of the Company, reside outside of Canada and have appointed Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5 as agent for service of process.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See "Risk Factors".

The Company's head office is located at #400 - 369 Terminal Avenue, Vancouver, British Columbia, Canada V6A 4C4 and records office is located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, Canada V6E 4E5.

iii

ABOUT THIS PROSPECTUS SUPPLEMENT ... S-1
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ... S-2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ... S-2
DOCUMENTS INCORPORATED BY REFERENCE ... S-3
MARKETING MATERIALS ... S-4
ELIGIBILITY FOR INVESTMENT ... S-5
DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED ... S-5
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... S-7
THE COMPANY ... S-11
RECENT DEVELOPMENTS ... S-11
INVESTOR RIGHTS AGREEMENT ... S-11
SELLING SHAREHOLDERS ... S-11
USE OF PROCEEDS ... S-12
CONSOLIDATED CAPITALIZATION ... S-12
PRIOR ISSUANCES ... S-12
TRADING PRICE AND VOLUME ... S-14
PLAN OF DISTRIBUTION ... S-15
RISK FACTORS ... S-18
AUDITORS, TRANSFER AGENT AND REGISTRAR ... S-20
AGENT FOR SERVICE OF PROCESS ... S-21
PURCHASERS' STATUTORY RIGHTS ... S-21
CERTIFICATE OF THINKIFIC LABS INC. ... C-1
CERTIFICATE OF THE SELLING SHAREHOLDERS ... C-2
CERTIFICATE OF THE UNDERWRITERS ... C-3

TABLE OF CONTENTS OF THE BASE SHELF PROSPECTUS

ABOUT THIS PROSPECTUS... 6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS... 6
DOCUMENTS INCORPORATED BY REFERENCE... 8
THINKIFIC LABS INC... 10
RECENT DEVELOPMENTS... 12
RISK FACTORS... 13
USE OF PROCEEDS... 18
CONSOLIDATED CAPITALIZATION... 18
PRIOR SALES... 18
TRADING PRICE AND VOLUME... 18
EARNINGS COVERAGE... 18
DESCRIPTION OF SHARE CAPITAL... 18
DESCRIPTION OF DEBT SECURITIES... 23
DESCRIPTION OF WARRANTS... 28
DESCRIPTION OF UNITS... 30
DESCRIPTION OF SUBSCRIPTION RECEIPTS... 31
SELLING SECURITYHOLDERS... 33
PLAN OF DISTRIBUTION... 33
CERTAIN INCOME TAX CONSIDERATIONS... 35
EXEMPTION FROM FRENCH LANGUAGE REQUIREMENTS FOR ATM DISTRIBUTIONS... 36
LEGAL MATTERS... 36
AUDITORS, TRANSFER AGENT AND REGISTRAR... 36
AGENT FOR SERVICE OF PROCESS... 36
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION... 36
CERTIFICATE OF THE COMPANY... C-1

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the Prospectus Supplement, which describes the terms of this Offering. The second part is the accompanying Base Shelf Prospectus, which provides more general information about the Company, its business and offerings it may undertake.

An investor should read this Prospectus Supplement along with the accompanying Base Shelf Prospectus. An investor should rely only on the information contained or incorporated by reference in this Prospectus Supplement or, for the purpose of the Offering, the accompanying Base Shelf Prospectus. None of the Company, the Selling Shareholders or any of the Underwriters have authorized any other person to provide investors with additional or different information. The information contained on the Company's corporate website is not intended to be included in or incorporated by reference into this Prospectus Supplement or the accompanying Base Shelf Prospectus. If anyone provides an investor with different or inconsistent information, the investor should not rely on it.

For investors outside Canada, none of the Company, the Selling Shareholders or any of the Underwriters have done anything that would permit the direct or indirect, offer, sale or delivery of any Offered Shares or this Prospectus Supplement, together with the Base Shelf Prospectus or any other document to any person in any jurisdiction, except in a manner which will not require the Company or any Selling Shareholders to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than in each of the provinces and territories of Canada). Investors are required to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this Prospectus Supplement, together with the Base Shelf Prospectus.

Subject to the Company's obligations under applicable securities laws, the information contained in or incorporated by reference in this Prospectus Supplement, or for the purpose of the Offering, the accompanying Base Shelf Prospectus, is accurate only as of the date of the applicable document or any earlier date expressly stated within the applicable document, regardless of the time of delivery of this Prospectus Supplement along with the accompanying Base Shelf Prospectus or any sale of Offered Shares under this Prospectus Supplement.

This Prospectus Supplement, the accompanying Base Shelf Prospectus and the documents incorporated by reference herein and therein include certain terms or performance measures that are not defined under IFRS accounting standards as issued by the International Accounting Standards Board ("IFRS"), such as "Adjusted EBITDA". The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance. We also use certain industry metrics: "Monthly Recurring Revenue" or "MRR", "Annual Recurring Revenue" or "ARR", "Paying Customers", "Average Revenue per User" or "ARPU", and "Gross Merchandise Volume" or "GMV". These industry metrics are unaudited and are not directly derived from our financial statements. The non-IFRS measure and industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The non-IFRS financial measures do not have any standardized meaning under the Company's IFRS and therefore may not be comparable to similar measures presented by other issuers. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures should be read in conjunction with the financial statements. For a description of the methodology used to calculate these non-IFRS measures, see our AIF (as defined herein) incorporated by reference herein.

Unless otherwise noted or the context otherwise requires, all references in this Prospectus Supplement to "Thinkific" and the "Company" refer to Thinkific Labs Inc. and its subsidiary, on a consolidated basis as constituted on the Closing Date. All references to securities of the Company on a fully diluted basis include equity settled options, equity settled restricted share units and equity settled performance share units, but exclude cash-settled restricted share units and deferred share units.

S-1

If the information varies between this Prospectus Supplement and the Base Shelf Prospectus, the information in this Prospectus Supplement supersedes the information in the accompanying Base Shelf Prospectus.

In this Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to “$” are to U.S. dollars and references to “C$” are to Canadian dollars. This prospectus and the documents incorporated by reference contain translations of certain U.S. dollar amounts into Canadian dollars solely for your convenience. Certain totals, subtotals and percentages throughout this Prospectus Supplement may not reconcile due to rounding. See “Currency Presentation and Exchange Rate Information”.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

The following table sets forth for each period indicated: (i) the exchange rates in effect at the end of the period; (ii) the high and low exchange rates during such period; and (iii) the average exchange rates for such period, for one Canadian dollar, expressed in U.S. dollars, as quoted by the Bank of Canada.

	Three months ended March 31		Year ended December 31,
	2025 $	2024 $	2024 $	2023 $
Closing	0.6956	0.7380	0.6950	0.7561
High	0.7059	0.7510	0.7510	0.7617
Low	0.6848	0.7357	0.6937	0.7207
Average	0.6968	0.7414	0.7302	0.7410

On June 9, 2025, the last trading day preceding the date of this Prospectus Supplement, the daily exchange rate as quoted by the Bank of Canada was C$1.00 = $1.3684 ($1.00 = C$0.7308).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement and the Base Shelf Prospectus, (including the documents incorporated by reference herein and therein), contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information includes, but is not limited to, information with respect to the timing and completion of the Offering; the exercise of the Over-Allotment Option; the potential for the Underwriters to over-allot or undertake market stabilization transactions; information regarding the intentions of the Selling Shareholders and the Underwriters to complete the Offering on the terms and conditions described herein; the execution of ancillary agreements made in connection with the Offering; the business plans and strategies of the Company; intentions with respect to, and the ability to execute, the Company's growth strategies; expectations regarding brand expansions; the competitive position in the industry; and anticipated trends and challenges in the Company's business and the markets in which it operates. This forward-looking information is identified by the use of terms and phrases such as “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall” or “scheduled”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In addition, any statements in this Prospectus Supplement, Base Shelf Prospectus or in the documents incorporated by reference herein and therein that refer to expectations, intentions, projections or other characterizations of future events or circumstances, contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

S-2

This forward-looking information and other forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct and that objectives, strategic goals and priorities will be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from those expressed or implied by such forward-looking information. Such factors include, without limitation, the following, which are discussed in greater detail in the "Risk Factors" section of this Prospectus Supplement: volatility of the market price of the Common Shares; future sales or dilutive issuances of the Common Shares; liquidity of the Common Shares; enforceability of civil liabilities; loss of a given investor's entire investment; and changes in U.S. laws and policies regulating international trade. These risk factors are not intended to represent a complete list of factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. These risks and uncertainties include, but are not limited to, those described in greater detail under the "Risk Factors" heading of our AIF, Prospectus Supplement and Base Shelf Prospectus. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. Our AIF is available under our profile on the System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Many of these factors are beyond the control of the Company. All forward-looking statements included in this Prospectus Supplement, Base Shelf Prospectus and the documents incorporated by reference herein and therein are expressly qualified in their entirety by these cautionary statements.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Base Shelf Prospectus solely for the purpose of the Offering. Other documents are also incorporated, or deemed to be incorporated, by reference in the Base Shelf Prospectus for the purpose of the Offering and reference should be made to the Base Shelf Prospectus for full particulars thereof.

The following documents, filed by the Company with securities commissions or similar regulatory authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the accompanying Base Shelf Prospectus:

(i) the annual information form of the Company for the year ended December 31, 2024 dated March 5, 2025 (the "AIF");

(ii) the management information circular of the Company dated May 6, 2025 regarding the annual general meeting of shareholders of the Company to be held on June 20, 2025 (the "Circular");

S-3

(iii) the audited annual consolidated financial statements of the Company for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, and the auditor's report thereon as filed on SEDAR+ on March 6, 2025 (the "Annual Financial Statements");
(iv) the unaudited condensed interim consolidated financial statements of the Company for the three months ended March 31, 2025 and 2024 as filed on May 6, 2025 (the "Interim Financial Statements");
(v) management's discussion and analysis of financial condition and financial performance of the Company for the year ended December 31, 2024 as filed on March 5, 2025 (the "Annual MD&A");
(vi) management's discussion and analysis of financial condition and financial performance of the Company for the three months ended March 31, 2025 as filed on May 6, 2025 (the "Interim MD&A");
(vii) material change report of the Company dated April 24, 2025, relating to the Capital Reorganization (as defined below); and
(viii) the "template version" (as defined in National Instrument 41-101 - General Prospectus Requirements ("NI 41-101")) of the term sheet dated June 10, 2025 (the "Marketing Materials"), filed on SEDAR+ in connection with the Offering.

Any statement contained in this Prospectus Supplement, in the accompanying Base Shelf Prospectus or in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained herein or in the accompanying Base Shelf Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the accompanying Base Shelf Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute part of this Prospectus Supplement.

Any documents of the type required to be incorporated into a short form prospectus by item 11.1 of Form 44-101F1 - Short Form Prospectus (excluding confidential material change reports and excluding those portions of documents that are not required pursuant to National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference herein) filed by the Company with a securities regulatory authority in the provinces and territories of Canada after the date of this Prospectus Supplement and prior to the termination of the Offering shall be deemed to be incorporated by reference in this Prospectus Supplement and, for the purpose of the Offering, in the Base Shelf Prospectus.

References to our website in any documents that are incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus do not incorporate by reference the information on such website into this Prospectus Supplement or the Base Shelf Prospectus, and we disclaim any such incorporation by reference.

MARKETING MATERIALS

The Marketing Materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The Marketing Materials are not part of this Prospectus Supplement or the Base Shelf Prospectus to the extent

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that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus Supplement, the Base Shelf Prospectus or any amendment thereof.

In addition, any "template version" of any other "marketing materials" (each as defined in NI 41-101) filed in connection with the Offering after the date hereof but prior to the termination of the distribution of the Offered Shares pursuant to the Offering is deemed to be incorporated by reference herein and, for the purpose of the Offering, in the Base Shelf Prospectus.

ELIGIBILITY FOR INVESTMENT

Based on the provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") in force as of the date prior to the date hereof, the Offered Shares, if acquired pursuant to this Offering on the Closing Date, will be at the time of acquisition "qualified investments" under the Tax Act for a trust governed by a "registered retirement savings plan" ("RRSP"), "registered retirement income fund" ("RRIF"), "tax-free savings account" ("TFSA"), "registered education savings plan" ("RESP"), "deferred profit sharing plan", "first home savings account" ("FHSA") or "registered disability savings plan" ("RDSP") (as those terms are defined in the Tax Act), provided that at the time of acquisition the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX).

Notwithstanding the foregoing, if the Offered Shares are a "prohibited investment" for an RRSP, RRIF, RESP, RDSP, FHSA or TFSA for the purposes of the Tax Act, the annuitant, subscriber or holder, as the case may be, of the RRSP, RRIF, RESP, RDSP, FHSA or TFSA (the "Controlling Individual") will be subject to a penalty tax as set out in the Tax Act. Provided that, for purposes of the Tax Act, the Controlling Individual of an RRSP, RRIF, RESP, RDSP, FHSA or TFSA deals at arm's length with the Company and does not have a "significant interest" (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company, the Offered Shares will not be a "prohibited investment" for such RRSP, RRIF, RESP, RDSP, FHSA and TFSA, as the case may be, under the Tax Act on the date thereof. In addition, the Offered Shares will not be a prohibited investment if such securities are "excluded property" as defined in the Tax Act, for the purposes of the prohibited investment rules, for an RRSP, RRIF, RESP, RDSP, FHSA or TFSA.

Prospective purchasers of Offered Shares who intend to hold such Offered Shares in an RRSP, RRIF, RESP, RDSP, FHSA or TFSA are urged to consult their own tax advisors to ensure the Offered Shares would not be a prohibited investment, including whether the Offered Shares would be excluded property, in their particular circumstances.

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

The authorized share capital of the Company consists of (i) an unlimited number of Common Shares, and (ii) an unlimited number of preferred shares, issuable in series. As of the date of this Prospectus Supplement, there are 68,046,352 Common Shares and no preferred shares issued and outstanding.

Common Shares

Meeting and Voting Rights

Holders of the Common Shares are entitled to receive notice of all meetings of shareholders and to attend and vote their Common Shares at such meetings, except meetings at which only shareholders of another particular class or series has the right to vote. At each such meeting at which the shareholders of the Common Shares are entitled to vote, each such Common Share carries with it the right to one vote.

In addition to any other voting right or power to which holders of the Common Shares are entitled by law, regulation or pursuant to the Company's Articles, but subject to the Articles, holders of the Common Shares are entitled to vote separately as a class, in addition to any other vote of shareholders required by the Business Corporations Act (British Columbia) (the "BCBCA") or otherwise, in respect of any repeal or amendment of the

S-5

Articles which would adversely affect the rights or special rights of the holders of the Common Shares. Any such alteration, repeal or amendment is not effective unless a resolution in respect of such matter is approved by a majority of the votes cast by holders of the Common Shares of their proxyholders.

Dividends, Rights on Liquidation or Winding Up

The Common Shares are subordinate to the rights, privileges, restrictions and conditions attaching to the preferred shares and the shares of any other class ranking senior to the Common Shares (together with the preferred shares, the "Senior Ranking Shares") as to the right to receive dividends and any amount payable on any distribution of assets constituting a return of capital and to receive the remaining property and assets of the Company on the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any distribution of assets of the Company among its shareholders for the purposes of winding up its affairs.

Subject to the rights of the holders Senior Ranking Shares, holders of the Common Shares are entitled to receive (a) dividends and any amount payable on any distribution of assets constituting a return of capital at such times and in such amounts and in such form as the board of directors of the Company (the "Board") may determine, and (b) in the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any distribution of assets of the Company among its shareholders for the purposes of winding up its affairs, the remaining property and assets of the Company, and in the case of (a) or (b) in an identical amount per Common Share, at the same time and in the same form (whether in cash, in specie or otherwise), unless otherwise determined by the Board.

Voluntary Conversion

The Common Shares cannot be converted into any other class of shares.

Other Rights

The Common Shares have no pre-emptive, exchange, redemption, retraction, purchase for cancellation or surrender provisions and there are no sinking fund provisions in relation to the Common Shares.

Preferred Shares

Under the Company's Articles, the preferred shares may at any time and from time to time be issued in one or more series. Without shareholder approval, but subject to the BCBCA, the Board is authorized, with respect to each such series, to determine the maximum number of shares of such series, create an identifying name of each series and attach special rights or restrictions to each such series, including: (a) dividend rights, (b) liquidation rights, (c) rights of redemption, retraction or purchase for cancellation and the prices and terms and conditions of such rights, (d) rights of conversion, exchange or reclassification and the terms and conditions of any such rights, (e) the terms and conditions of any share purchase plan or sinking fund; and (f) voting rights and restrictions. The preferred shares of each series with respect to the payment of dividends and the distribution of the assets of the Company in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company for the purpose of winding up its affairs, rank on parity with the preferred shares of every other series and senior to the Common Shares and the shares of any other class ranking junior to the preferred shares.

No special rights or restrictions attached to any series of preferred shares will confer upon the shares of that series a priority over the shares of any other series of preferred shares in respect of dividends or a return of capital in the event of the dissolution of the Company or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the preferred shares to a return of capital. The preferred shares of each series will, with respect to the payment of dividends and the distribution of assets or return of capital in the event of dissolution or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the preferred shares to a return of capital, rank on a parity with the shares of every other series.

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The Company has no current plan to issue any preferred shares.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date prior to the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder who acquires an Offered Share as beneficial owner pursuant to this Offering who, at all relevant times, for the purposes of the Tax Act, deals at arm's length with the Company, the Selling Shareholders and the Underwriters, is not affiliated with the Company, the Selling Shareholders or the Underwriters, and will acquire and hold such Offered Shares as capital property (each, a "Holder"), all within the meaning of the Tax Act. The Offered Shares will generally be considered to be capital property to a Holder provided the Holder does not use or hold (and will not use or hold) the Offered Shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired (and will not acquire) the Offered Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to (a) a Holder that is a "financial institution" for purposes of the mark-to-market rules contained in the Tax Act; (b) a Holder an interest in which is or would constitute a "tax shelter investment" as defined in the Tax Act; (c) a Holder that is a "specified financial institution" as defined in the Tax Act; (d) a Holder that is a corporation resident in Canada (for the purpose of the Tax Act) or a corporation that does not deal at arm's length (for purposes of the Tax Act) with a corporation resident in Canada, and that is or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm's length, for the purposes of the foreign affiliate dumping rules in Section 212.3 of the Tax Act; (e) a Holder that has made a functional currency election to report its "Canadian tax results", as defined in the Tax Act, in a currency other than Canadian currency; (f) a Holder that is exempt from tax under the Tax Act; (g) a Holder that has entered into, or will enter into, a "synthetic disposition arrangement", "synthetic equity arrangement", or a "derivative forward agreement" with respect to the Offered Shares as those terms are defined in the Tax Act; (h) a Holder that receives dividends on Offered Shares under or as part of a "dividend rental arrangement" as defined in the Tax Act, or (i) a Holder that is otherwise of special status or in special circumstances. Such Holders should consult their own tax advisors with respect to an investment in the Offered Shares.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Offered Shares.

This summary is based upon the facts set out in this Prospectus Supplement, the provisions of the Tax Act in force as of the date prior to the date hereof, any specific proposals to amend the Tax Act (the "Tax Proposals") which have been publicly and officially announced by or on behalf the Minister of Finance (Canada) prior to the date hereof, the current provisions of the Canada United States Tax Convention (1980) (the "Canada U.S. Tax Convention"), and our understanding of the administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") published in writing by the CRA prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, or change in administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal tax considerations applicable to an investment in the Offered Shares. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder are made. Holders should consult their own tax advisors with respect to the tax consequences of acquiring Offered Shares pursuant to the Offering applicable to them based on their own particular circumstances, including the application and effect of the income and other

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tax laws of any country, province or other jurisdiction that may be applicable to the Holder. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the consequences of acquiring, holding and disposing of Offered Shares under the Tax Act and any jurisdiction in which they may be subject to tax. Holders should consult their own tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Currency

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Offered Shares (including dividends, adjusted cost base and proceeds of disposition) must be converted to Canadian dollars based on the exchange rates as determined in accordance with the Tax Act.

Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (each, a "Resident Holder"). Certain Resident Holders whose Offered Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Offered Shares, and every other "Canadian security" (as defined by the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Taxation of Dividends

Dividends received or deemed to be received on the Offered Shares in the taxation year of a Resident Holder will be included in computing a Resident Holder's income for the year. In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder's income and be subject to the gross-up and dividend tax credit rules applicable to "taxable dividends" received by an individual from "taxable Canadian corporations", including the enhanced gross-up and dividend tax credit for "eligible dividends" (each as defined in the Tax Act) properly designated as such by the Company in accordance with the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder's income for the taxation year and will generally be deductible in computing such Resident Holder's taxable income for the taxation year, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" or "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay a tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the taxation year. A "subject corporation" is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

A Resident Holder that is throughout the relevant taxation year a "Canadian controlled private corporation" (as defined in the Tax Act) or that is or is deemed to be a "substantive CCPC" (as defined in the Tax Act) at any time in a taxation year, may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate

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investment income", which is defined in the Tax Act to include an amount in respect of dividends or deemed dividends that are not deductible in computing the Resident Holder's taxable income for the taxation year.

Disposition of Offered Shares

A Resident Holder who disposes of, or is deemed to have disposed of, an Offered Share (other than a disposition to the Company that is not a sale in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will generally realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the Offered Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such security immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of an Offered Share will be determined by averaging the cost of that Offered Share with the adjusted cost base (determined immediately before the acquisition of the Offered Share) of all other Common Shares held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading "Taxation of Capital Gains and Losses".

Taxation of Capital Gains and Losses

Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder must be included in the Resident Holder's income for the taxation year in which the disposition occurs and one-half of any capital loss incurred by a Resident Holder (an "allowable capital loss") must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs, subject to and in accordance with the provisions of the Tax Act. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against net taxable capital gains (but not against other income) realized in such years, in the circumstances and to the extent provided in the Tax Act.

A capital loss realized on the disposition or deemed disposition of an Offered Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends received or deemed to have been received by the Resident Holder on the Offered Shares to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Offered Shares. A Resident Holder to which these rules may be relevant is urged to consult their own tax advisor.

A Resident Holder that is throughout the relevant taxation year a "Canadian controlled private corporation" (as defined in the Tax Act) or, at any time in a relevant taxation year, a "substantive CCPC" (as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act), which is defined to include an amount in respect of taxable capital gains.

Minimum Tax

Capital gains realized and taxable dividends received (or deemed to be received) by a Resident Holder who is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of minimum tax.

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable tax treaty or convention and at all relevant times, is not resident or deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, Offered Shares in connection with a business carried on in Canada (each, a "Non-Resident Holder"). The term "U.S. Holder", for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada U.S. Tax Convention, is at all relevant times a resident of the United States and is a "qualifying person" (within the meaning of the Canada U.S. Tax

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Convention) eligible for the full benefits of the Canada U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada U.S. Tax Convention. Non-Resident Holders resident in the United States are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada U.S. Tax Convention and related compliance requirements based on their particular circumstances.

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or is an "authorized foreign bank" (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

Taxation of Dividends

Subject to an applicable tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Offered Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend unless reduced by the terms of an applicable tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, such rate is generally reduced under the Canada U.S. Tax Convention to 15% if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax may be reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a corporation that owns, directly or indirectly, at least 10% of the voting stock of the Company. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI") of which Canada is a signatory, affects many of Canada's tax treaties (but not the Canada U.S. Tax Convention), including the ability to claim benefits thereunder. Non-Resident Holders should consult their own tax advisors to determine their entitlement to benefits under any applicable income tax treaty or convention based on their particular circumstances.

Disposition of Offered Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of Offered Shares, unless the Offered Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident at the time of the disposition (including as a result of the application of the MLI).

Generally, as long as the Offered Shares are, at the time of disposition, listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX), the Offered Shares will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60 month period immediately preceding the disposition or deemed disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with whom the Non-Resident Holder does not deal at arm's length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder and/or persons with whom the Non-Resident Holder does not deal at arm's length, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the Offered Shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" or "timber resource properties" (each as defined in the Tax Act), and options in respect of, interests in, or, for civil law, rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, an Offered Share may also be deemed to be taxable Canadian property to a Non-Resident Holder in certain other circumstances under the Tax Act.

If the Offered Shares are, or are deemed to be, taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax treaty or convention (including as a result of the application of the MLI), the income tax consequences described above under "Residents of Canada - Disposition of Offered Shares" and "Residents of Canada - Taxation of Capital Gains and Losses" will generally apply to the Non-Resident Holder.

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Non-Resident Holders whose Offered Shares may constitute taxable Canadian property or treaty-protected property should consult their own advisors regarding the tax and compliance considerations that may be relevant to them.

THE COMPANY

The Company was incorporated on April 11, 2012 under the laws of British Columbia. Its head office is located at 400 - 369 Terminal Avenue, Vancouver, British Columbia, Canada.

Thinkific provides our customers with a learning commerce platform that enables them to grow and diversify their businesses. Our customers create, market and sell learning products comprised of customized courses, membership sites, communities, digital products and other experiences using our platform (collectively, "Learning Products").

Thinkific is designed to enable our customers to easily develop Learning Products under their own brands, requiring no specialized technical expertise while offering enterprise-grade security, functionality and scalability for growth.

Our customers identify as trainers, entrepreneurs, business owners, consultants, authors, speakers, coaches, professionals, creators, social media influencers, and mid-size to large enterprises. Our global customers span nearly every industry vertical. The majority of our customers were already in business or earning an income with their expertise when they joined Thinkific.

RECENT DEVELOPMENTS

On April 25, 2025, the Company eliminated its dual-class structure by converting all of its issued and outstanding Multiple Voting Shares ("Multiple Voting Shares") into Subordinate Voting Shares of the Company ("Subordinate Voting Shares") on a one-for-one basis. Subsequently, the Company altered its Notice of Articles and Articles to (i) eliminate the Multiple Voting Shares, and (ii) reclassify the Subordinate Voting Shares as Common Shares (such transaction, the "Capital Reorganization").

The Common Shares began trading on the TSX under the symbol "THNC", the same symbol the Subordinate Voting Shares had traded under prior to the Capital Reorganization, on April 28, 2025.

INVESTOR RIGHTS AGREEMENT

The ownership and transfer of Common Shares by Greg Smith, Matthew Smith and the Selling Shareholders (collectively, the "Principal Shareholders") and their respective rights in certain governance matters are governed by an amended and restated investor rights agreement dated April 16, 2025 among the Principal Shareholders and their respective affiliates that own Common Shares, and the Company (the "Investor Rights Agreement"). Further information regarding the Investor Rights Agreement is set out in the materials incorporated by reference in this Prospectus Supplement, together with, for the purpose of the Offering, the Base Shelf Prospectus, including the Circular in the section entitled "Other Information - Capital Reorganization". A copy of the Investor Rights Agreement is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

SELLING SHAREHOLDERS

The Selling Shareholders under this Offering are Vancouver Founder Fund Limited Partnership, VFF II Limited Partnership, Rhino Co-Invest 1 Limited Partnership and Vancouver Founder Fund (VCC) Inc. The Selling Shareholders are each affiliate of one another. The Selling Shareholders have agreed to sell in the aggregate 5,777,780 Offered Shares (or 6,644,447 Offered Shares assuming the Over-Allotment Option is exercised in full) to the Underwriters pursuant to the Underwriting Agreement, as described under the heading "Plan of Distribution".

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In the aggregate, the Selling Shareholders currently hold 16,279,078 Common Shares, representing approximately 23.92% of the issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Offering and assuming the Over-Allotment Option is exercised in full, the Selling Shareholders will, directly or indirectly, own or control in the aggregate 9,634,631 Common Shares, representing approximately 14.16% of the issued and outstanding Common Shares, on a non-diluted basis.

The following table sets forth information with respect to the ownership of the Common Shares by the Selling Shareholders as of the date hereof and assuming no exercise of the Over-Allotment Option, as adjusted to reflect the completion of the Offering.

Name of Shareholder	Common Shares Beneficially Owned prior to the Offering		Common Shares Being Distributed in the Offering	Common Shares Beneficially Owned Upon Completion of the Offering
	Number of Common Shares	Percentage of Total Outstanding Common Shares(1)	Number of Common Shares	Number of Common Shares(2)	Percentage of Total Outstanding Common Shares(3)
Rhino Co-Invest 1 Limited Partnership	3,620,357	5.32%	1,284,939	2,335,418	3.43%
Vancouver Founder Fund (VCC) Inc.	523,458	0.77%	185,786	337,672	0.50%
Vancouver Founder Fund Limited Partnership	10,961,241	16.11%	3,890,370	7,070,871	10.39%
VFF II Limited Partnership	1,174,022	1.73%	416,685	757,337	1.11%

(1) On a fully-diluted basis, approximately 5.10%, 0.74%, 15.43%, 1.65%, respectively, of the issued and outstanding Common Shares.
(2) Assuming no exercise of the Over-Allotment Option.
(3) On a fully-diluted basis, approximately 3.29%, 0.48%, 9.96%, 1.07%, respectively, of the issued and outstanding Common Shares upon completion of the Offering.

USE OF PROCEEDS

The net proceeds of the Offering to be received by the Selling Shareholders, after deducting the Underwriters' Fee (which will be paid by the Selling Shareholders from the proceeds of the Offering) and before deducting the expenses of the Offering payable by the Selling Shareholders, are expected to be approximately C$12,480,005.80. If the Over-Allotment Option is exercised in full, the total net proceeds to the Selling Shareholders, after deducting the Underwriters' Fee in respect of the Over-Allotment Option, and before deducting the expenses of the Offering payable by the Selling Shareholders, will be approximately C$14,950,005.80. The Company will not receive any of the proceeds of the Offering.

CONSOLIDATED CAPITALIZATION

Other than as disclosed in this Prospectus Supplement, there have been no material changes in the Company's share or loan capital on a consolidated basis since March 31, 2025, being the end of the period covered by the Interim Financial Statements.

PRIOR ISSUANCES

For the 12-month period prior to the date of this Prospectus Supplement, the Company has issued the following Common Shares:

Date	Number of Common Shares	Price per Common Share (C$)
June 12, 2024	741	C$3.60
June 13, 2024	3,741	C$3.59
July 24, 2024	10,000	C$3.39
July 25, 2024	10,000	C$3.61
July 26, 2024	1,197	C$3.58
July 29, 2024	10,000	C$3.64
July 29, 2024	5,000	C$3.66
July 29, 2024	5,000	C$3.68
August 7, 2024	741	C$3.25
August 13, 2024	741	C$3.17
August 13, 2024	741	C$3.21
August 29, 2024	741	C$3.19
August 30, 2024	221,954	C$3.16
September 16, 2024	1,687	C$2.81
September 26, 2024	741	C$2.70
October 4, 2024	741	C$2.91
October 11, 2024	16,667	C$2.66
October 17, 2024	741	C$2.61
November 7, 2024	741	C$2.90
November 8, 2024	3,000	C$3.07
November 12, 2024	1482	C$2.86
November 12, 2024	741	C$3.01
November 13, 2024	741	C$2.90
November 14, 2024	741	C$2.85
November 25, 2024	741	C$2.86
November 26, 2024	741	C$3.00
November 29, 2024	741	C$3.04
December 2, 2024	12,000	C$3.00
December 2, 2024	16,000	C$3.01
December 2, 2024	741	C$3.02
December 2, 2024	92,113	C$3.03
December 3, 2024	741	C$2.93
December 3, 2024	741	C$3.07
December 5, 2024	741	C$2.96
December 5, 2024	741	C$3.00
December 5, 2024	741	C$3.01

Date	Number of Common Shares	Price per Common Share (C$)
December 24, 2024	741	C$2.90
January 2, 2025	741	C$2.95
January 7, 2025	4,300	C$3.15
January 15, 2025	15,700	C$3.11
January 23, 2025	40,000	C$3.05
March 3, 2025	2,226	C$3.27
March 7, 2025	123,653	C$3.23
March 11, 2025	18,063	C$3.15
March 11, 2025	741	C$3.16
March 12, 2025	15,000	C$3.15
April 14, 2025	741	C$2.45
April 30, 2025	4,000	C$2.20
May 7, 2025	741	C$2.47
May 12, 2025	2,918	C$2.41
May 15, 2025	741	C$2.58
May 23, 2025	2,274	C$2.43
May 26, 2025	741	C$2.52
May 27, 2025	4,000	C$2.50
May 28, 2025	741	C$2.50
May 30, 2025	741	C$2.48
June 2, 2025	106,305	C$2.56

For the 12-month period prior to the date of this Prospectus Supplement, the Company has issued the following restricted share units of the Company ("RSU") convertible into Common Shares:

Date	Number of RSUs	Price per RSU (C$)
August 9, 2024	539,625	C$3.21
August 12, 2024	654,000	C$3.11
November 7, 2024	204,738	C$3.25
December 9, 2024	50,000	C$2.95
March 7, 2025	56,280	C$3.23
May 8, 2025	125,378	C$2.55

TRADING PRICE AND VOLUME

The outstanding Common Shares are listed on the TSX under the symbol "THNC". The following table sets forth, for the 12- month period prior to the date of this Prospectus Supplement, the reported high and low prices and the aggregate volume of trading of the Common Shares on the TSX:

Period	Price (C$)		Trading Volume
	High	Low
2024
June	3.98	3.43	512,834
July	3.75	3.28	699,429
August	3.61	2.77	381,081
September	3.22	2.58	226,723
October	3.05	2.35	189,298
November	3.28	2.51	278,588
December	3.20	2.83	286,599
2025
January	3.29	3.00	521,053
February	3.48	3.01	247,087
March	3.35	2.56	662,784
April	2.94	2.17	177,517
May	4.40	2.39	240,470
June 1 - 9	2.56	2.39	56,358

Source: Bloomberg

PLAN OF DISTRIBUTION

The Company and the Selling Shareholders have entered into the Underwriting Agreement with the Underwriters, pursuant to which the Selling Shareholders have agreed to sell and the Underwriters have agreed to purchase, severally, each as principals, subject to compliance with the terms and conditions contained in the Underwriting Agreement, a total of 5,777,780 Offered Shares at the Offering Price of C$2.25 per Offered Share, payable in cash to the Selling Shareholders against delivery of such Offered Shares on the Closing Date. The Company will not be entitled to any of the proceeds from the sale of the Offered Shares. The obligations of the Underwriters under the Underwriting Agreement are conditional and may be terminated at their discretion on the basis of "material change out", "disaster and regulatory out", and "breach out" termination provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares offered by this Prospectus Supplement, subject to certain exceptions.

The Selling Shareholders will pay to the Underwriters the Underwriters' fee of 4% of the gross proceeds of the Offering (the "Underwriting Fee") for their services in connection with the Offering. The payment of such fee will be reflected by the Underwriters when making payment of the gross proceeds of the sale of the Offered Shares to the Selling Shareholders, less the amount of the Underwriting Fee. The Co-Lead Underwriters shall be entitled to receive from the Selling Shareholders, out of the Underwriters' Fee, a work fee equal to 5.0% of the aggregate Underwriters' Fee, which will be allocated 57% to Cormark and 43% to CIBC. The Offering Price was determined by arm's length negotiation between the Selling Shareholders and the Co-Lead Underwriters, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares.

CIBC World Markets Inc. is a wholly-owned subsidiary of a Canadian chartered bank which directly and/or indirectly manages and controls certain investment vehicles which have subscribed for limited partnership units of certain vehicles that are "related issuers" of the Selling Shareholders. Similarly, the Company, on the basis that the Selling Shareholders collectively own voting securities of the Company entitling such Selling Shareholders to more than 20% of the votes for the election or removal of directors of the Company, may also be considered a related issuer of the Selling Shareholders and such funds. Accordingly, both the Company and the Selling Shareholders, could be considered a "connected issuer" of such Underwriter for the purposes of the securities legislation of certain Canadian provinces. Neither CIBC World Markets Inc. nor their affiliates are involved in the management or control of the funds managed by the Selling Shareholders.

The Offered Shares will be offered in each of the provinces and territories of Canada, except Québec. The Offered Shares will be offered in each such provinces and territories of Canada, except Québec, through those Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and territories and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Offered Shares outside of Canada.

The Offered Shares offered hereby have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. Accordingly, except to the extent permitted by the Underwriting Agreement and applicable laws of the United States, the Offered Shares will not be offered or sold in the United States. The Underwriting Agreement provides that the Underwriters may offer and resell the Offered Shares that they have acquired pursuant to the Underwriting Agreement to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act ("Rule 144A")) in the United States in compliance with Rule 144A and in compliance with applicable U.S. state securities laws. In addition, the Underwriting Agreement provides that the Underwriters may offer the Offered Shares for resale directly by the Selling Shareholders to persons reasonably believed to be institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the U.S. Securities Act) in the United States in compliance with Section 4(a)(7) of the U.S. Securities Act and in compliance with applicable U.S. securities laws. Furthermore, the Underwriting Agreement provides that the Underwriters may offer the Offered Shares for resale directly by the Selling Shareholders outside the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. Until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the U.S. by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act.

The Selling Shareholders have granted to the Underwriters the Over-Allotment Option, exercisable, in whole or in part, at any time for a period of 30 days from the Closing Date (as defined herein), to purchase up to 866,667 Additional Shares, representing in the aggregate 15% of the total number of the Offered Shares, at the Offering Price, less the Underwriters' Fee. The Additional Shares will be sold on the same terms as set out above solely to cover over-allotments, if any, and for consequent market stabilization, with the Selling Shareholders selling the Additional Shares in equal proportions. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option and the distribution of up to 866,667 Additional Shares to be sold by the Selling Shareholders upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the over-allocation position acquires those Common Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Pursuant to rules and policy statements of certain securities regulators, the Underwriters may not, at any time during the period of distribution under the Offering, bid for or purchase Offered Shares for its own account or for accounts over which it exercises control or direction. The foregoing restriction is subject to certain exceptions, including (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities; (ii) a bid or purchase made for or on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities; or (iii) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Consistent with these requirements, and in connection with the Offering, pursuant to the Underwriting Agreement, the Underwriters may over-allot and effect transactions which are intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, in each case as permitted by applicable Canadian and United States securities laws. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSX, in the over-the-counter market or otherwise.

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The Offered Shares sold by the Underwriters to the public will initially be offered at the Offering Price specified on the cover page. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price specified on the cover page, the Underwriters may decrease the Offering Price in compliance with applicable Canadian securities laws, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Share is less than the gross proceeds paid by the Underwriter to the Selling Shareholder. The decrease in the Offering Price will not affect the net proceeds to be received by the Selling Shareholders under the Offering.

Each of the Selling Shareholders, on a several and not joint nor joint and several basis, and the Company have agreed, pursuant to the Underwriting Agreement, to indemnify and save harmless the Underwriters and their subsidiaries and affiliates, and each of their respective directors, officers, employees, partners, unitholders, agents, and shareholders against certain liabilities, including civil liabilities under applicable securities legislation in certain circumstances or to contribute to payments the Underwriters may have to make because of such liabilities.

Lock-Up Arrangements

The Company has also agreed in the Underwriting Agreement that the Company will not, for a period of 90 days following the Closing Date, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, which consent shall not be unreasonably withheld, directly or indirectly offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares, or enter into any agreement or arrangement under which any Person acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, or agree to become bound to do so, or disclose to the public any intention to do so, other than: (i) the issuance of Common Shares in connection with the exercise of any options of the Company outstanding as of the date hereof, (ii) the issuance of options to acquire Common Shares pursuant to the Company's stock option plan, and the issuance of Common Shares in connection with the exercise of any such options, (iii) the issuance of awards pursuant to the Company's incentive award plan; (iv) the issuance of Common Shares pursuant to the dividend reinvestment plan of the Company, and (v) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed to the Underwriters.

Each Selling Shareholder has agreed to enter into a lock-up agreement whereby, for a period of 180 days following the closing of the Offering, such Selling Shareholder will not, whether for such Selling Shareholder's account or for the account of another, and will cause and direct any affiliate (as defined in National Instrument 45-106 - Prospectus Exemptions), spouse, immediate family member or the immediate family member of the spouse of such Selling Shareholder's living in such Selling Shareholder's household, or any trust of which any of the foregoing individuals are beneficiaries, to not in any manner, without the prior consent of Cormark, on behalf of the Underwriters, such consent shall not be unreasonably withheld: (a) issue, offer or sell or grant any option, warrant, or other right to purchase or agree to issue or sell (including, without limitation, any short sale, put option or call option), or otherwise lend, transfer, assign or dispose of any Common Shares or any other security of the Company (the "Subject Securities"), whether currently owned or acquired following the completion of the Offering, directly or indirectly, either of record or beneficially by such Selling Shareholder (or such affiliate, spouse or family member) or with respect to which such Selling Shareholder (or such affiliate, spouse or family member) has or subsequent to the Closing Date acquires the power of disposition, or file or cause the Company to prepare or file any preliminary prospectus or prospectus under Canadian securities laws or any offering memorandum or other offering document with respect to any of the foregoing; (b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Subject Securities, whether any such swap or transaction is to be settled by delivery of Subject Securities, in cash or otherwise; (c) publicly announce an intention to do any of the foregoing; or (d) act jointly or in concert with any third party with respect to any of such matters. Additionally, the Chief Executive Officer and any other holder of more than 10% of the

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Company's Common Shares have agreed to enter into a lock-up agreement on substantially the same terms as the Selling Shareholders for a period of 90 days following the closing of the Offering.

Such lock-up arrangements are subject to the following exceptions: (a) if the Company receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 50% or more of the total number of Common Shares in the Company, whether by way of takeover offer, plan of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed Company structure or other synthetic merger, transaction or arrangement, provided that to the extent the locked-up shareholders still own Common Shares after the transaction or arrangement, such shares will continue to be locked-up until the expiry of such lock-up period; (b) in respect of sales to affiliates of such locked-up shareholder (provided that such affiliates are bound by, or agree to be bound by, the lock-up agreement); (c) as a result of the death of any individual shareholder; or (d) pursuant to a pledge as security for indebtedness owing to a bona fide lender and/or any sale of the securities upon such lender realizing on such security; (e) dispositions by operation of law, such as pursuant to a qualified domestic order of a court or regulatory agency; or (f) pursuant to the exercise of the Over-Allotment Option.

Non-Certificated Inventory System

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except as may be otherwise agreed by the Company, the Selling Shareholders and the Underwriter, the Offering will be conducted under the book-based system operated by CDS. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. A purchaser who purchases Offered Shares will receive only a customary confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. Notwithstanding the foregoing, certain purchasers in the United States will receive definitive physical certificates or ownership statements representing their Offered Shares, registered in the name of the purchaser.

The Selling Shareholders expect that delivery of the Offered Shares will be made against payment therefor on the Closing Date, which will be the third business day following the date of pricing of the Offered Shares. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, investors who wish to trade Offered Shares prior to the Closing Date may be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Investors who wish to trade Offered Shares prior to the Closing Date should consult their own advisors.

In connection with the Offering, certain of the Underwriters or securities dealers may distribute this Prospectus electronically.

RISK FACTORS

An investment in the Offered Shares is highly speculative and involves significant risks. In addition to the other information included or incorporated by reference in this Prospectus Supplement, or the Base Shelf Prospectus, any prospective investor should carefully consider the risks described below before purchasing any of the Offered Shares distributed under this Prospectus Supplement. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could materially suffer. As a result, the trading price of our securities, including our Common Shares, could decline, and investors might lose all or part of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. Prospective investors should also refer to the other information set forth or incorporated by reference in this Prospectus

Supplement and the Base Shelf Prospectus, including the risk factors identified in the AIF, the Annual MD&A, the Interim MD&A, the Annual Financial Statements and related notes and any subsequently filed documents incorporated by reference.

Risks Relating to the Offering and the Securities

The market price of our Common Shares may be volatile and your investment could suffer or decline in value.

The market price of our Common Shares could be subject to significant fluctuations and it may decline below the price at which you purchased the Offered Shares. Some of the factors that may cause the market price of our Common Shares to fluctuate include: volatility in the market price and trading volume of comparable companies; actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts; adverse market reaction to any indebtedness we may incur or securities we may issue in the future; short sales, hedging and other derivative transactions in our Common Shares; litigation or regulatory action against us; investors' general perception of us and the public's reaction to our press releases, our other public announcements and our filings with Canadian securities regulators, including our financial statements; publication of research reports or news stories about us, our competitors or our industry; positive or negative recommendations or withdrawal of research coverage by securities analysts; changes in general political, economic, industry and market conditions and trends; sales of our Common Shares by existing shareholders; recruitment or departure of key personnel; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; and the other risk factors described in this section of this AIF.

Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to satisfy such criteria may result in limited or no investment in our Common Shares by those institutions, which could materially adversely affect the trading price of our Common Shares. There can be no assurance that fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, our operations and the trading price of our Common Shares may be materially adversely affected.

In addition, the stock market in general has experienced substantial price and volume fluctuations that may be unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may harm the market price of our Common Shares. Therefore, the price of our Common Shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of our Common Shares regardless of our operating performance. In the past, following a significant decline in the market price of a company's securities, there have been instances of securities class action litigation having been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

Future sales of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, could adversely affect prevailing market prices for the Common Shares.

Subject to compliance with applicable securities laws, sales of a substantial number of Common Shares in the public market could occur. These sales, or the market perception that the holders of a large number of Common Shares or securities convertible into Common Shares intend to sell Common Shares, could reduce the market price of our Common Shares.

In addition, certain holders of stock options of the Company will have an immediate income inclusion for Canadian tax purposes when they exercise their options (that is, Canadian tax is not deferred until they sell the underlying Common Shares). As a result, these holders may need to sell Common Shares purchased on the

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exercise of options in the same year that they exercise their options. This might result in a greater number of Common Shares being sold in the public market and reduced long-term holdings of Common Shares by our management and employees.

Liquidity of Common Shares.

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the Company will continue to meet the listing requirements of the TSX or achieve or maintain a listing on any other securities exchange.

Canadian investors may find it difficult to enforce civil liabilities against our directors and officers residing outside of Canada.

Some the Company's directors and officers are residents of countries other than Canada. All or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents' judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in foreign jurisdictions, based solely on violations of Canadian securities laws.

Investors may lose their entire investment.

An investment in the Common Shares is speculative and may result in the loss of an investor's entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Risks Related to the Business

Changes in U.S. laws and policies regulating international trade.

The results of the recent election in the United States may result in legislative and regulatory changes that could have a material adverse effect on the Company and its financial condition. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada. Although discussions continue between the United States and other countries, there remains significant uncertainty over whether tariffs or other restrictive trade measures or countermeasures will be implemented and, if so, the scope, impact and duration of any such measures. A trade war or new tariffs barriers may potentially lead to increases or decreases in revenues, and the overall effect would depend on changes in demand, production strategies, and operational costs.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are KPMG LLP, Chartered Professional Accountants, of Vancouver, British Columbia. KPMG LLP has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal transfer offices in Vancouver, British Columbia.

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AGENT FOR SERVICE OF PROCESS

Paula Boggs, Russ Mann and Melanie Kalemba, each a director of the Company, reside outside of Canada. These individuals have appointed the following agents for service of process in Canada:

Name of Person or Company	Name and Address of Agent
Paula Boggs	Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.
Russ Mann	Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.
Melanie Kalemba	Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (a) the date that the issuer (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the Base Shelf Prospectus or Prospectus Supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that the remedies for recession, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal advisor.

In an offering of Common Shares, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus Supplement is limited, in certain provincial and territorial securities legislation, to the price at which the Offered Share is offered to the public under the Offering. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of this right of action for damages or consult with a legal advisor.

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CERTIFICATE OF THINKIFIC LABS INC.

Dated: June 10, 2025

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, other than Québec.

(SIGNED) "GREG SMITH"
Chief Executive Officer

(SIGNED) "CORINNE HUA"
Chief Financial Officer

On Behalf of the Board of Directors

(SIGNED) "RUSS MANN"
Director

(SIGNED) "PAULA BOGGS"
Director

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CERTIFICATE OF THE SELLING SHAREHOLDERS

Dated: June 10, 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, other than Québec.

| RHINO CO-INVEST 1 LIMITED PARTNERSHIP by its general partners TBIRD HOLDINGS LTD. and BRADEN FRASER HALL

(SIGNED) "JULIAN RHINO"
Director, TBird Holdings Ltd.

(SIGNED) "BRADEN FRASER HALL" | VANCOUVER FOUNDER FUND (VCC) INC.

(SIGNED) "JULIAN RHINO"
Director |
| --- | --- |
| VANCOUVER FOUNDER FUND LIMITED PARTNERSHIP, by its general partner COVERT CAPITAL INC.

(SIGNED) "BRADEN FRASER HALL"
Director | VFF II LIMITED PARTNERSHIP, by its general partner RHINO GP INC.

(SIGNED) "BRADEN FRASER HALL"
Managing Director |

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CERTIFICATE OF THE UNDERWRITERS

Dated: June 10, 2025

CORMARK SECURITIES INC.	CIBC WORLD MARKETS INC.
(SIGNED)"PETER CHARTON"
Managing Director, Investment Banking	(SIGNED)"KATHY BUTLER"
Vice Chair and Head of Capital Markets (BC)
CANACCORD GENUITY CORP.
(SIGNED)"MIKE LAUZON"
Managing Director and Head of Investment Banking

This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information contained herein is subject to completion or amendment. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the Company at #400-369 Terminal Avenue, Vancouver, British Columbia, V6A 4C4, Canada (Telephone 1-888-832-2409) and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and Secondary Offering

November 14, 2023

THINKIFIC

THINKIFIC LABS INC.

C$300,000,000

Subordinate Voting Shares

Preferred Shares

Debt Securities

Warrants

Subscription Receipts

Units

This short form base shelf prospectus relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the subordinate voting shares, the preferred shares, the debt securities, the warrants, the subscription receipts and the units (the foregoing collectively, the "Securities" and individually, a "Security"), of Thinkific Labs Inc. (the "Company", "Thinkific", "we" or "our") in one or more series or issuances, with a total offering price of such Securities, in the aggregate, of up to C$300,000,000 (or the equivalent thereof in U.S. dollars or one or more foreign currencies or composite currencies). The Securities may be offered by us or by our securityholders. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.

In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such

acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and the assumption of liabilities.

The subordinate voting shares of the Company (the "Subordinate Voting Shares") are listed for trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "THNC". On November 13, 2023, being the last complete trading day prior to the date hereof, the closing price of the Subordinate Voting Shares on the TSX was C$2.70. Unless otherwise specified in the applicable prospectus supplement, Securities other than Subordinate Voting Shares will not be listed on any securities exchange or on any automated dealer quotation system. There is currently no market through which our Securities, other than our Subordinate Voting Shares, may be sold and purchasers may not be able to resell such Securities purchased under this short form prospectus. This may affect the pricing of our Securities, other than our Subordinate Voting Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of our Securities and the extent of issuer regulation. See "Risk Factors".

Acquiring our Securities may subject you to tax consequences in Canada. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in any applicable prospectus supplement with respect to any particular offering and consult your own tax advisor with respect to your own particular circumstances.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

This prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdiction. All applicable information permitted under securities legislation to be omitted from this prospectus that has been so omitted will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the Securities to which the prospectus supplement pertains. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any Securities issued pursuant to this prospectus. Our Securities may be sold pursuant to this prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us.

In connection with any underwritten offering of Securities, other than an "at-the-market distribution" (as defined in National Instrument 44-102 - Shelf Distributions ("NI 44-102")), unless otherwise specified in the relevant prospectus supplement, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered. Such transactions, if commenced, may be discontinued at any time. A purchaser who acquires Securities forming part of the underwriters' over-allocation position acquires those Securities under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See "Plan of Distribution".

No underwriter or dealer involved in an "at-the-market distribution" under this prospectus, and no person or company acting jointly or in concert with such underwriter or dealer, may, in connection with such distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the securities distributed under such at-the-market distribution, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the Securities.

We or any selling securityholder may offer and sell the Securities issued under this prospectus to or through underwriters, dealers, placement agents or other intermediaries or directly to one or more purchasers, subject in each case to obtaining any required exemptions under applicable securities laws. The distribution of Securities under this prospectus may be effected from time to time in one or more transactions at a fixed

price or prices, which may be changed from time to time, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices, or at other negotiated prices, in each case as set forth in the applicable prospectus supplement.

The prospectus supplement relating to a particular offering of Securities will identify each selling securityholder, underwriter, dealer or agent engaged in connection with an offering and sale of Securities pursuant to this prospectus and will set forth the terms of the offering of such Securities, including our proceeds and, to the extent applicable, any fees, discounts, concessions or other compensation payable to the underwriters, dealers or agents, the method of distribution, the initial issue price (in the event that the offering is a fixed price distribution) and any other material terms of the plan of distribution. See "Plan of Distribution".

Investment in the Securities being offered is highly speculative and involves significant risks that you should consider before purchasing such Securities. You should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading "Cautionary Note Regarding Forward-Looking Statements" and consider such risks and information in connection with an investment in the Securities. See "Risk Factors".

The specific terms of the Securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of Subordinate Voting Shares, the number of Subordinate Voting Shares offered, the offering price and any other specific terms; (ii) in the case of preferred shares, the number of preferred shares offered, the offering price, the designation of, the provisions attaching to, and any other specific terms; (iii) in the case of warrants, the offering price, the designation, number and terms of the Subordinate Voting Shares or debt securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iv) in the case of subscription receipts, the number of subscription receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for Subordinate Voting Shares, debt securities or warrants, as the case may be, and any other specific terms; (v) in the case of debt securities, the specific designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt securities are secured, affiliate-guaranteed, senior or subordinated and any other terms specific to the debt securities being offered; and (vi) in the case of units, the designation, number and terms of the Subordinate Voting Shares, warrants, subscription receipts or debt securities comprising the units. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the prospectus supplement describing the Securities.

Each of Melanie Kalemba and Katie May, directors of the Company, and Steve Krenzer, a director and President of the Company, reside outside of Canada and have appointed Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5 for service of process in Canada. See "Agent for Service of Process".

No underwriter has been involved in the preparation of this prospectus nor has any underwriter performed any review of the contents of this prospectus.

Our head office is located at #400-369 Terminal Avenue, Vancouver, British Columbia, V6A 4C4, Canada.

Investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide investors with different information. Information contained on our website shall not be deemed to be a part of this prospectus (including any applicable prospectus supplement) or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities. We will not

iii

make an offer of these Securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus, the date of any applicable prospectus supplement or the date of any documents incorporated by reference herein.

ABOUT THIS PROSPECTUS ... 6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ... 6
DOCUMENTS INCORPORATED BY REFERENCE ... 8
Thinkific Labs Inc. ... 10
RECENT DEVELOPMENTS ... 12
RISK FACTORS ... 13
USE OF PROCEEDS ... 18
CONSOLIDATED CAPITALIZATION ... 18
PRIOR SALES ... 18
TRADING PRICE AND VOLUME ... 18
EARNINGS COVERAGE ... 18
DESCRIPTION OF SHARE CAPITAL ... 18
DESCRIPTION OF DEBT SECURITIES ... 23
DESCRIPTION OF WARRANTS ... 28
DESCRIPTION OF UNITS ... 30
DESCRIPTION OF SUBSCRIPTION RECEIPTS ... 31
SELLING SECURITYHOLDERS ... 33
PLAN OF DISTRIBUTION ... 33
CERTAIN INCOME TAX CONSIDERATIONS ... 35
EXEMPTION FROM FRENCH LANGUAGE REQUIREMENTS FOR ATM DISTRIBUTIONS ... 36
LEGAL MATTERS ... 36
AUDITORS, TRANSFER AGENT AND REGISTRAR ... 36
AGENT FOR SERVICE OF PROCESS ... 36
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... 36
CERTIFICATE OF THE COMPANY ... C-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement and on the other information included in the registration statement of which this prospectus will form a part. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy the Securities offered pursuant to this prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of such document and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or of any sale of our Securities pursuant thereto. Our business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this prospectus and any applicable prospectus supplement, and the documents incorporated by reference in this prospectus and any applicable prospectus supplement, were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

In this prospectus and any prospectus supplement, unless otherwise indicated, all dollar amounts and references to “$” or “US$” are to U.S. dollars and references to “C$” are to Canadian dollars. This prospectus and the documents incorporated by reference contain translations of certain US dollar amounts into Canadian dollars solely for your convenience. See “Currency Presentation and Exchange Rate Information”.

This prospectus and the documents incorporated by reference herein include certain terms or performance measures that are not defined under International Financial Reporting Standards ("IFRS"), such as "Adjusted EBITDA". The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance. We also use certain industry metrics: "Monthly Recurring Revenue" or "MRR", "Annual Recurring Revenue" or "ARR", "Paying Customers", "Average Revenue per User" or "ARPU", and "Gross Merchandise Volume" or "GMV". These industry metrics are unaudited and are not directly derived from our financial statements. The non-IFRS measure and industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The non-IFRS financial measures do not have any standardized meaning under the Company's IFRS and therefore may not be comparable to similar measures presented by other issuers. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures should be read in conjunction with the financial statements. For a description of the methodology used to calculate these non-IFRS measures, see our AIF (as defined below) incorporated by reference herein.

In this prospectus and in any prospectus supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Thinkific" or the "Company", refer to Thinkific Labs Inc. together, where context requires, with our subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company cautions readers regarding forward-looking statements found in this prospectus (including the documents incorporated by reference herein). This prospectus, including the documents incorporated by reference herein, contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Such forward-looking information includes, but is not limited to, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations,

estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall" or "scheduled", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In addition, any statements in this prospectus or in the documents incorporated by reference herein that refer to expectations, intentions, projections or other characterizations of future events or circumstances, contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

This forward-looking information and other forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to continue investing in infrastructure to support our growth and brand recognition; our ability to continue maintaining, innovating, improving and enhancing our technological infrastructure and functionality, performance, reliability, design, security and scalability of Our Platform (as defined below); the effectiveness of our pricing plans and strategies; our ability to maintain existing relationships with Creators (as defined below) and to continue to expand our Creators' use of Our Platform; our ability to acquire new Creators; our ability to maintain existing material relationships on similar terms with service providers, suppliers, Partners (as defined below) and other third-parties; our ability to build our market share and enter new markets and industry verticals; the continued development and success of Our Platform including new products, features, and services, including Thinkific Communities (as defined below), and Thinkific Payments (as defined below); our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion and growth plans; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations and global standards are material factors made in preparing forward-looking information and management's expectations.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, those described in greater detail under the "Risk Factors" heading of our AIF, "Summary of Factors Affecting Our Performance" heading of the Interim MD&A (as defined below) and the "Risk Factors" heading of this prospectus. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. Our Interim MD&A and AIF are available under our profile on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this prospectus and in the documents incorporated by reference herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Many of these factors are beyond the control of the Company. All forward-looking statements included in this prospectus and the documents incorporated herein by reference are expressly qualified in their entirety by these cautionary statements. The

forward-looking statements contained in this prospectus, or the documents incorporated by reference herein are made as at the date hereof or thereof and the Company undertakes no obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events, or otherwise, except as may be required by applicable securities laws.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the Company, at #400-369 Terminal Avenue, Vancouver, British Columbia, V6A 4C4 (Telephone 1-888-832-2409) or by accessing the disclosure documents through the Internet on SEDAR+ at www.sedarplus.ca.

The following documents, filed with the securities commissions or similar regulatory authorities in certain provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this prospectus:

the annual information form of the Company dated February 23, 2023, for the year ended December 31, 2022 (the "AIF");
the audited consolidated financial statements of the Company for the years ended December 31, 2022 and 2021, together with the notes thereto and the auditors report thereon;
the management's discussion and analysis of the Company for the year ended December 31, 2022;
the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and 2022 (the "Interim Financial Statements");
the management's discussion and analysis of the Company for the three and nine months ended September 30, 2023 (the "Interim MD&A");
the management information circular dated May 12, 2023, relating to the annual general meeting of shareholders of the Company held on June 22, 2023;
the material change report of the Company dated January 10, 2023, relating to the reduction in the Company's workforce; and
the material change report of the Company dated February 7, 2023, relating to the transition of Miranda Lievers from Co-Founder and Chief Operating Officer into an advisory role.

Any documents of the type described in Section 11.1 of Form 44-101F1 - Short Form Prospectus filed by the Company with a securities commission or similar authority in any province or territory of Canada subsequent to the date of this short form base shelf prospectus and prior to the expiry of this prospectus, or the completion of the issuance of Securities pursuant hereto, will be deemed to be incorporated by reference into this prospectus.

A prospectus supplement containing the specific terms of any offering of our Securities will be delivered to purchasers of our Securities together with this prospectus and will be deemed to be incorporated by reference in this prospectus as of the date of the prospectus supplement and only for the purposes of the offering of our Securities to which that prospectus supplement pertains.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, in any prospectus supplement hereto or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or

superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Any template version of any "marketing materials" (as such term is defined in National Instrument 44-101 - Short Form Prospectus Distributions) filed after the date of a prospectus supplement and before the termination of the distribution of the Securities offered pursuant to such prospectus supplement (together with this prospectus) is deemed to be incorporated by reference in such prospectus supplement.

Upon an annual information form and annual consolidated financial statements being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this prospectus is effective, the previous annual information form, the previous annual consolidated financial statements and all interim consolidated financial statements and in each case the accompanying management's discussion and analysis of financial condition and results of operations, and material change reports, as applicable, filed prior to the commencement of the financial year of the Company in which such annual information form is filed shall be deemed to no longer be incorporated into this prospectus for purpose of future offers and sales of Securities under this prospectus. Upon interim consolidated financial statements and the accompanying management's discussion and analysis of financial condition and results of operations being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this prospectus is effective, all interim consolidated financial statements and the accompanying management's discussion and analysis of financial condition and results of operations filed prior to such new interim consolidated financial statements and management's discussion and analysis of financial condition and results of operations, as applicable, shall be deemed to no longer be incorporated into this prospectus for purposes of future offers and sales of Securities under this prospectus. In addition, upon a management information circular for an annual meeting of shareholders being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders, as applicable, shall no longer be deemed to be incorporated into this prospectus for purposes of future offers and sales of Securities under this prospectus.

References to our website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.

TRADEMARKS AND TRADE NAMES

This prospectus and the documents incorporated by reference herein include certain trademarks, such as "Thinkific" and "Unique Genious", which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this prospectus and in the documents incorporated by reference herein may appear without the © or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this prospectus or the documents incorporated by reference herein are the property of their respective owners.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Our financial statements (including the Interim Financial Statements) and other financial data appearing in this prospectus or the documents incorporated by reference herein are reported in U.S. dollars.

On November 10, 2023, the rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was C$1.00= US$0.72 or US$1.00= C$1.38.

Unless otherwise specified, all references to “$”, “US$” and “USD” are to U.S. dollars, all references to “C$” are to Canadian dollars.

THINKIFIC LABS INC.

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this prospectus. This description does not contain all of the information about us and our business that you should consider before investing in the Securities. You should carefully read the entire prospectus and the applicable prospectus supplement, including the section entitled "Risk Factors", as well as the documents incorporated by reference into this prospectus and the applicable prospectus supplement, before making an investment decision.

Name, Address and Incorporation

Thinkific Labs Inc. was incorporated in British Columbia on April 11, 2012 under the Business Corporations Act (British Columbia) ("BCBCA"). The Company's head office is located at #400 - 369 Terminal Avenue, Vancouver, British Columbia, Canada V6A 4C4 and records office is located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, Canada V6E 4E5.

Immediately prior to closing of our initial public offering ("IPO") on April 27, 2021, we implemented a number of pre-closing capital changes. We converted all of the issued and outstanding preferred shares into common shares on a one-for-one basis in accordance with their terms. On April 23, 2021, we amended our articles (the "Articles") so as to amend and redesignate our common shares as Subordinate Voting Shares, create a new class of multiple voting shares (the "Multiple Voting Shares"), repeal certain classes of shares, create a new class of preferred shares, issuable in series and effected a four-for-one split of each of our outstanding Multiple Voting Shares and Subordinate Voting Shares.

Intercorporate Relationships

As at the date hereof, the Company has one wholly-owned subsidiary, Thinkific.com Inc., which was incorporated on September 3, 2020, in Delaware, U.S. The chart below illustrates the Company's intercorporate relationship to its subsidiary.

Thinkific Labs Inc.
(British Columbia, Canada)

Thinkific.com Inc.
(Delaware, U.S.)

Business of the Company

We believe any business can use education as a tool for growth. Our mission is to make it simple for entrepreneurs and established businesses - our "Creators" - to scale and generate revenue by teaching what they know. Thinkific offers a cloud-based, multi-tenant platform that enables business-building. Thinkific offers a cloud platform service which includes, but is not limited to, Thinkific's app store, Thinkific

Communities (a feature that enables Creators to own their own community and foster relationships with their brand at the forefront), and Thinkific's Payments (an embedded payment processing service that allows Creators to accept payments without reliance on third-party payment gateways or acquirers) ("Our Platform"). Our Platform provides our Creators with the functionality needed to launch, grow, and diversify their businesses by creating and selling learning products composed of customized courses, communities, membership sites, and other experiences that Creators can create, sell and deliver using Our Platform (collectively, "Learning Products"). We make it simple for our Creators to build and deliver Learning Products for their audiences under their own brands, with no specialized technical expertise required. Our Platform enables our Creators to build, market, sell and deliver their products with enterprise-grade functionality and extensibility for growth.

Our Creators identify as entrepreneurs, business owners, consultants, authors, speakers, coaches, professionals, trainers, and social media influencers as well as larger businesses. Our Creators span nearly every industry vertical worldwide. The majority of our Creators were already in business or earning an income with their expertise when they joined Our Platform, and many are adding an education component to their business for the first time with Our Platform.

Our Platform

Thinkific was founded to solve problems for entrepreneurs and businesses seeking to use online education for growth. As a complete business solution for our Creators, Our Platform provides both the e-commerce and management functionality they need. Additionally, the Learning Products they create on Our Platform serve as the end product that our Creators are selling. By focusing on creating business success for our Creators, Thinkific acts as a partner in supporting their ongoing growth. We do this with features and tools built around four core functions:

First, we make it easy for anyone to create and deliver their own customized Learning Products. Entrepreneurs and businesses have a vision for the courses and other Learning Products they want to create for their students. We help them accomplish that vision. Our Platform offers tools to create courses, memberships, communities, and other interactive experiences that can be setup easily and customized to fit the brand and vision of the business.
Second, we help our customers market and sell with full e-commerce functionality. Thinkific provides the tools to help our customers market and sell. This includes customized websites and landing pages, checkout pages, payment processing, mobile apps and flexible pricing models tailored for selling digital courses and other Learning Products, including Thinkific Communities. This also includes Thinkific Payments, which enables customers to accept payments, manage sales tax and payouts to bank accounts, process refunds, and update banking and business information with ease and without the friction of integrating a third-party payment provider.
Third, we have an app store and a network of Partners to expand and promote our offering. Thinkific's ecosystem of individuals or other entities with whom we have a formal or informal arrangement ("Partners") adds flexibility and extends the functionality of Our Platform for each of our Creators. We offer a customizable experience, integrations and customizable site themes which allow Creators to integrate Our Platform with their existing technology stack. We enable app developers and Partners to build on top of Our Platform, accelerating innovation, research and development to meet the needs of a broader range of Creators. Our partner agencies, influencers and affiliates help to market our products and bring new customers to build their business using Our Platform. As our ecosystem grows, Our Platform becomes even more attractive to new Creators, allowing for greater revenue opportunities for all participants, including Thinkific.
Fourth, our business management and scaling suite adds the back-office tools and workflows Creators require. Our Platform is the hub of our Creators' Learning Products business. The Creator administration area within Our Platform allows our Creators to manage and grow their business

including managing their Learning Products, engaging with their students, tracking data and managing revenue. Our reporting and analytics give detailed insights on sales, registrations, student activities and progress, quiz scores, survey results, content engagement, affiliate sales, co-owner revenue shares, and student characteristics. This ensures our Creators are able to join Our Platform and grow to nearly any size.

Together, these core functions combine to make Our Platform a central business operating system for many of our Creators, encompassing not just e-commerce, but also the entire back office and the end products themselves.

Thinkific succeeds when our Creators succeed. We generate revenues primarily through the sale of subscriptions to Our Platform. To complement our subscription offering, we are able to monetize a portion of our GMV through Thinkific Payments, our payment processing solution. With Thinkific Payments, Creators can accept payments, manage payouts to bank accounts, process refunds, and update banking and business information with ease and without the friction of integrating a third-party payment provider. Thinkific's business grows as we increase the number of Creators using our services and as we increase the Average Revenue Per User ("ARPU") of those customers.

As each Creator's business grows and their needs evolve, Our Platform encourages them to upgrade to higher-tier plans in order to gain access to more features and functionalities. ARPU growth results from an increasing mix of new paying customers choosing to subscribe to our highest tier plans, existing paying customers moving upwards in our plan tiers in order to access enhanced features and functionalities, and revenues from transactions processed on Thinkific Payments.

Our revenue is largely recurring due to the nature of our product and deep integration of our services into our Creators businesses, and we have a strong track-record of growing ARPU over time.

RECENT DEVELOPMENTS

Throughout 2023, Thinkific has continued to execute its strategic plan by expanding its offerings through the launch of Branded Mobile, Sales Tax Solution, The Leap, as well as investing in our team.

Executive Changes. On February 7, 2023, Miranda Lievers transitioned from her Co-founder and Chief Operating Officer role into an advisory role.

Branded Mobile. On April 28, 2023, we announced the launch of Branded Mobile, an industry-first, white labeled custom app development solution for fast-scaling Creators and enterprise-level businesses. Thinkific also launched a fully accessible, mobile application for Creators at any stage of their journey.

Sales Tax Solution. On August 17, 2023, we announced the launch of a new, first-of-its-kind automated Sales Tax Solution for Creators. Thinkific is one of the first platforms globally to deploy the solution which is powered by industry-leading financial infrastructure platform Stripe and designed to streamline the sales tax process for Creators using Thinkific Payments.

The Leap. On October 4, 2023, we announced the launch of The Leap by Thinkific ("The Leap"). The Leap is a powerful Artificial Intelligence (AI) tool for content creators and influencers to build, promote and sell exceptional digital products in record time. Thinkific first launched The Leap in 2022 to reach more Creators earlier in their journey. Since launching The Leap, it has grown to become the world's most popular media property focused on Creator monetization, with over 150,000 visits a month, 50,000 newsletter subscribers and millions of video views on social media. Powered by AI, The Leap's first-of-its-kind digital product authoring tool allows Creators to input a content idea and, in just a few clicks, generate comprehensive drafts for digital products like mini courses, guides and tutorials, all designed to be consumed on mobile and feel intuitive to social audiences.

RISK FACTORS

Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this prospectus and the documents incorporated by reference herein, including the applicable prospectus supplement. Additional risk factors relating to a specific offering of Securities may be described in the applicable prospectus supplement. Some of the risk factors described herein and in the documents incorporated by reference herein, including any applicable prospectus supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations and cash flows, and your investment in the Securities could be materially adversely affected. Additional risks and uncertainties of which we currently are unaware or that are unknown or that we currently deem to be immaterial could have a material adverse effect on our business, financial condition and results of operation. We cannot assure you that we will successfully address any or all of these risks. Investors should carefully consider the risks described under the heading "Summary of Factors Affecting our Performance" in our Interim MD&A, "Risk Factors" in our AIF, "Risk Factors" in any applicable prospectus supplement and in other publicly filed documents which are incorporated by reference herein, which are available under our SEDAR+ profile at www.sedarplus.ca. See "Documents Incorporated by Reference". A prospective investor should carefully consider the risk factors set out below along with the other matters set out or incorporated by reference in this prospectus.

Risks Relating to the Securities

Our dual class structure has the effect of concentrating voting control and the ability to influence corporate matters with Greg Smith, our co-founder and Chief Executive Officer, and others, which may have a negative impact on the trading price of the Subordinate Voting Shares.

Our Multiple Voting Shares have 10 votes per share and our Subordinate Voting Shares have one vote per share. Greg Smith, our co-founder and Chief Executive Officer, Matthew Smith, our co-founder and Chief Strategy Officer and the Rhino Group (as defined below) (together, the "Principal Shareholders"), beneficially own and control all of our Multiple Voting Shares and hold approximately 95.8% of the voting power attached to our outstanding voting shares and therefore have significant influence over our management and affairs and over all matters requiring shareholder approval, including election of directors and significant corporate transactions. In the event that Multiple Voting Shares are converted to Subordinate Voting Shares, the Principal Shareholders would hold approximately 69.5% of the voting power attached to our outstanding voting shares and therefore maintain a similar level of influence. The Principal Shareholders are parties to the Investor Rights Agreement (as defined below) providing for certain registration and other rights. See "Description of Share Capital".

In addition, because of the 10 to one voting ratio between our Multiple Voting Shares and Subordinate Voting Shares, the holders of our Multiple Voting Shares control a significant portion of the combined voting power of our voting shares, even where the Multiple Voting Shares represent a substantially reduced percentage of our total outstanding Shares. The concentrated voting control of the holders of our Multiple Voting Shares limit the ability of the holders of our Subordinate Voting Shares to influence corporate matters for the foreseeable future, including the election of directors as well as with respect to decisions regarding amendments of our share capital, creating and issuing additional classes of shares, making significant acquisitions, selling significant assets or parts of our business, merging with other companies and undertaking other significant transactions. As a result, the holders of Multiple Voting Shares have the ability to influence many matters affecting us and actions may be taken that our holders of Subordinate Voting Shares may not view as beneficial. The market price of our Subordinate Voting Shares could be adversely affected due to the significant influence and voting power of the holders of Multiple Voting Shares. Additionally, the significant influence and voting interest of the holders of Multiple Voting Shares may discourage transactions involving a change of control, including transactions in which an investor, as a holder of Subordinate Voting Shares, might otherwise receive a premium for Subordinate Voting Shares over the

then-current market price, or discourage competing proposals if a going private transaction is proposed by the holders of Multiple Voting Shares.

Any future transfers by holders of Multiple Voting Shares, other than permitted transfers to such holders' respective affiliates or direct family members or to other Permitted Holders, will result in those Multiple Voting Shares automatically converting to Subordinate Voting Shares, which will have the effect, over time, of increasing the relative voting rights of those holders who retain their Multiple Voting Shares. See "Description of Share Capital".

Each of our directors and officers owes a fiduciary duty to the Company and must act honestly and in good faith with a view to the best interest of the Company. However, any director and/or officer that is a shareholder, including a controlling shareholder, is entitled to vote his or her Shares in his or her own interests, which may not always be in the interest of our shareholders generally. The concentration of the voting power attached to our issued and outstanding shares in favour of our Principal Shareholders may also have an adverse effect on the price of our Subordinate Voting Shares. As a result of such concentration of voting power, we may also take actions that our other shareholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment to decline.

The market price of our Subordinate Voting Shares may be volatile and your investment could suffer or decline in value.

The market price of our Subordinate Voting Shares could be subject to significant fluctuations and it may decline below the price at which you purchased the Subordinate Voting Shares. Some of the factors that may cause the market price of our Subordinate Voting Shares to fluctuate include: volatility in the market price and trading volume of comparable companies; actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts; adverse market reaction to any indebtedness we may incur or securities we may issue in the future; short sales, hedging and other derivative transactions in our Subordinate Voting Shares; litigation or regulatory action against us; investors' general perception of us and the public's reaction to our press releases, our other public announcements and our filings with Canadian securities regulators, including our financial statements; publication of research reports or news stories about us, our competitors or our industry; positive or negative recommendations or withdrawal of research coverage by securities analysts; changes in general political, economic, industry and market conditions and trends; sales of our Subordinate Voting Shares and Multiple Voting Shares by existing shareholders; recruitment or departure of key personnel; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; and the other risk factors described in this section of this AIF.

Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to satisfy such criteria may result in limited or no investment in our Subordinate Voting Shares by those institutions, which could materially adversely affect the trading price of our Subordinate Voting Shares. There can be no assurance that fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, our operations and the trading price of our Subordinate Voting Shares may be materially adversely affected.

In addition, the stock market in general has experienced substantial price and volume fluctuations that may be unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may harm the market price of our Subordinate Voting Shares. Therefore, the price of our Subordinate Voting Shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of our Subordinate Voting Shares regardless of our operating performance. In the past, following a significant decline in the market price of a company's securities, there have been instances of securities class action litigation having been instituted against that

company. If we were involved in any similar litigation, we could incur substantial costs, our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

We have a history of operating losses and negative cash flows and may not be able to achieve profitability in the future.

In the past, we have experienced net losses and negative cash flows from operations. For the year ended December 31, 2022, we had an operating loss of approximately $33.2 million and as of December 31, 2022 had an accumulated deficit of $65.2 million. We expect our operating expenses to increase in the future as we expand our operations. If our revenue does not grow to offset these increased expenses, we may not become profitable in the near term or at all. We can make no assurance that we will be able to achieve or maintain profitability. Recent revenue growth should not be considered as indicative of our future performance.

A significant part of our business strategy and culture is to focus on long-term sustainable growth and customer success over short-term financial results. For example, in the year ended December 31, 2022, we increased our operating expenses to $72.3 million as compared to $53.5 million in the year ended December 31, 2021. In the year ended December 31, 2022, our net loss was $36.4 million compared to a net loss of $26.4 million in the year ended December 31, 2021. These losses are a result of the substantial investments we made to grow our business and we expect to make significant expenditures to expand our business profitably in the future. We expect to continue making significant expenditures on sales and marketing efforts, and expenditures to grow Our Platform and develop new features, integrations, capabilities, and enhancements to Our Platform. Such expenditures may not result in improved business results or profitability over the short or long term. If we are unable to generate adequate revenue growth and manage our expenditures, we may continue to incur losses and may not achieve or maintain profitability in the near term or at all. Accordingly, if we are ultimately unable to achieve or improve profitability at the level or during the time frame anticipated by securities or industry analysts and our stockholders, the trading price of our Subordinate Voting Shares may decline.

We do not currently anticipate paying dividends on the Subordinate Voting Shares, and, consequently, purchasers of Subordinate Voting Shares may never receive a return on their investment.

Our current policy is to reinvest our earnings to finance the growth of our business. Therefore, we do not anticipate paying any cash dividends on our securities, including the Subordinate Voting Shares, in the foreseeable future. Any future determination to pay dividends on our securities will be at the discretion of the board of directors of the Company (the "Board") and will depend on, among other things, our results of operations, current and anticipated cash requirements and surplus, financial condition, contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Board may deem relevant. Until the time that we do pay dividends, which we might never do, our shareholders will not be able to receive a return on their Subordinate Voting Shares unless they sell such Subordinate Voting Shares for a price greater than their acquisition price, and such appreciation may never occur.

Future sales of Subordinate Voting Shares by existing shareholders or by us, or future dilutive issuances of Subordinate Voting Shares by us, could adversely affect prevailing market prices for the Subordinate Voting Shares.

Subject to compliance with applicable securities laws, sales of a substantial number of Subordinate Voting Shares in the public market could occur. These sales, or the market perception that the holders of a large number of Subordinate Voting Shares or securities convertible into Subordinate Voting Shares intend to sell Subordinate Voting Shares, could reduce the market price of our Subordinate Voting Shares.

the underlying Subordinate Voting Shares). As a result, these holders may need to sell Subordinate Voting Shares purchased on the exercise of options in the same year that they exercise their options. This might result in a greater number of Subordinate Voting Shares being sold in the public market and reduced long-term holdings of Subordinate Voting Shares by our management and employees.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us or our business, our trading price and volume could decline.

The trading market for our Subordinate Voting Shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Subordinate Voting Shares or publish inaccurate or unfavorable research about our business, our trading price may decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Subordinate Voting Shares could decrease, which could cause our trading price and volume to decline.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our senior management team have limited experience managing a publicly traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our senior management team may not successfully or efficiently manage being a public company subject to significant regulatory oversight and reporting obligations under Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

Any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Subordinate Voting Shares, which could depress the price of our Subordinate Voting Shares.

The Board has the authority to issue preferred shares and to determine the preferences, limitations and relative rights of preferred shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred shares may be issued with liquidation, dividend and other rights superior to the rights of our Subordinate Voting Shares and Multiple Voting Shares. The potential issuance of preferred shares may delay or prevent a change in control of the Company, discourage bids for our Subordinate Voting Shares at a premium over the market price and adversely affect the market price and other rights of the holders of our Subordinate Voting Shares.

Our constating documents permit us to issue an unlimited number of Subordinate Voting Shares and Multiple Voting Shares without additional shareholder approval.

Our Articles permit us to issue an unlimited number of Subordinate Voting Shares and Multiple Voting Shares. We anticipate that we will, from time to time, issue additional Subordinate Voting Shares in the future. Subject to the requirements of the TSX, we will not be required to obtain the approval of shareholders for the issuance of additional Subordinate Voting Shares. Although the rules of the TSX generally prohibit us from issuing additional Multiple Voting Shares, there may be certain circumstances where additional Multiple Voting Shares may be issued, including upon receiving shareholder approval. Any further issuances of Subordinate Voting Shares or Multiple Voting Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings. Additionally, any further issuances of Multiple Voting Shares may significantly lessen the combined voting power of our Subordinate Voting Shares due to the ten-to-one voting ratio between our Multiple Voting Shares and Subordinate Voting Shares.

Liquidity of Subordinate Voting Shares

Shareholders of the Company may be unable to sell significant quantities of Subordinate Voting Shares into the public trading markets without a significant reduction in the price of their Subordinate Voting Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Subordinate Voting Shares on the trading market, and that the Company will continue to meet the listing requirements of the TSX or achieve or maintain a listing on any other securities exchange.

Absence of a Public Market for Certain Securities

There is no public market for the preferred shares, debt securities, warrants, subscription receipts or units contemplated by this prospectus and, unless otherwise specified in the applicable prospectus supplement, the Company does not intend to apply for listing of the preferred shares, debt securities, warrants, subscription receipts or units on any securities exchanges. If the preferred shares, debt securities, warrants, subscription receipts or units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and our financial condition. There can be no assurance as to the liquidity of the trading market for the preferred shares, debt securities, warrants, subscription receipts or units, or that a trading market for these securities will develop at all.

Unsecured Debt Securities

Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be unsecured and will rank equally in right of payment with all our other existing and future unsecured debt. The debt securities will be effectively subordinated to all our existing and future secured debt to the extent of the assets securing such debt. If we are involved in any bankruptcy, dissolution, liquidation or reorganization, the secured debt holders would, to the extent of the value of the assets securing the secured debt, be paid before the holders of unsecured debt securities, including the debt securities. In that event, a holder of debt securities may not be able to recover any principal or interest due to it under the debt securities. See "Description of Debt Securities".

Effect of Changes in Interest Rates on Debt Securities

Prevailing interest rates will affect the market price or value of any debt securities. The market price or value of any debt securities may decline as prevailing interest rates for comparable debt instruments rise and increase as prevailing interest rates for comparable debt instruments decline.

Effect of Fluctuations in Foreign Currency Markets on Debt Securities

Debt securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity restrictions in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

Discretion over Use of Proceeds

The Company intends to allocate the net proceeds it will receive from an offering as described under "Use of Proceeds" in this prospectus and the applicable prospectus supplement; however, the Company will have discretion in the actual application of the net proceeds. The Company may elect to allocate the net proceeds differently from that described in "Use of Proceeds" in this prospectus and the applicable prospectus supplement if the Company believes it would be in the Company's best interests to do so. The Company's investors may not agree with the way the Company chooses to allocate and spend the net proceeds from an offering. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company.

USE OF PROCEEDS

The net proceeds to the Company from any offering of Securities and the proposed use of those proceeds will be set forth in the applicable prospectus supplement relating to that offering of Securities. Unless otherwise specified in the applicable prospectus supplement, the Company will not receive any proceeds from any sale of any Securities by selling securityholders.

During the most recent financial year ended December 31, 2022, the Company had negative cash flow from operating activities. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the sale of each issuance of Securities under this prospectus may be used to fund such negative cash flow from operating activities, which will be indicated in a prospectus supplement as applicable. All expenses relating to the offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable prospectus supplement. See "Risk Factors".

CONSOLIDATED CAPITALIZATION

Since the date of the Interim Financial Statements, there have been no material changes in our consolidated share or debt capital.

PRIOR SALES

Information regarding our Subordinate Voting Shares that we issued within the previous twelve-month period, including Subordinate Voting Shares that we issued upon the exercise of stock options or the settlement of share units granted under our equity incentive plans, will be provided as required in a prospectus supplement with respect to the issuance of Securities pursuant to such prospectus supplement.

TRADING PRICE AND VOLUME

The Subordinate Voting Shares are listed and posted for trading on the TSX under the symbol "THNC". Trading price and volume information for the Company's Securities will be provided as required in each prospectus supplement to this prospectus.

EARNINGS COVERAGE

If we offer debt securities having a term to maturity in excess of one year under this prospectus and any applicable prospectus supplement, the applicable prospectus supplement will include earnings coverage ratios giving effect to the issuance of such Securities.

DESCRIPTION OF SHARE CAPITAL

The following description of our share capital summarizes certain provisions contained in our Articles. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by, reference to our Articles.

The authorized share capital of the Company consists of (i) an unlimited number of Subordinate Voting Shares, (ii) an unlimited number of Multiple Voting Shares and (iii) an unlimited number of preferred shares, issuable in series. As of the date of this prospectus, there are 24,796,688 Subordinate Voting Shares, 56,563,752 Multiple Voting Shares and no preferred shares issued and outstanding. In addition, as of the date of this prospectus, there were (i) 1,845,929 Subordinate Voting Shares issuable upon the exercise of outstanding stock options, (ii) 2,431,113 Subordinate Voting Shares issuable upon the exercise of outstanding restricted share units and (iii) 464,111 Subordinate Voting Shares issuable upon the exercise of outstanding performance share units. As of the date of this prospectus, there are a total of 29,537,841 Subordinate Voting Shares outstanding on a fully diluted basis.

Subordinate and Multiple Voting Shares

Except as provided for herein, the Subordinate Voting Shares and Multiple Voting Shares have the same rights, are equal in all respects and are treated by the Company as if they were one class of shares. Holders of Multiple Voting Shares and Subordinate Voting Shares have no conversion or exchange rights or other subscription rights, except that each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share and each outstanding Multiple Voting Share will automatically convert into one Subordinate Voting Share upon certain transfers and other events. There are no redemption, retraction, purchase for cancellation or surrender provisions or sinking or purchase fund provisions applicable to our Subordinate Voting Shares or Multiple Voting Shares. There is no provision in our Articles requiring holders of Subordinate Voting Shares or Multiple Voting Shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The special rights or restrictions attached to the Subordinate Voting Shares and Multiple Voting Shares are subject to and may be adversely affected by the rights attached to any series of preferred shares that we may designate in the future.

Rank

The Subordinate Voting Shares and Multiple Voting Shares rank pari passu with respect to the payment of dividends, return of capital and distribution of assets in the event of the liquidation, dissolution or winding up of the Company. In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of its assets among its shareholders for the purpose of winding-up its affairs, whether voluntarily or involuntarily, the holders of Subordinate Voting Shares and the holders of Multiple Voting Shares are entitled to participate equally in the remaining property and assets of the Company available for distribution to the holders of shares, without preference or distinction among or between the Subordinate Voting Shares and the Multiple Voting Shares, subject to the rights of the holders of any preferred shares.

Pre-Emptive and Redemption Rights

Holders of Subordinate Voting Shares will have no pre-emptive or redemption rights. Holders of Multiple Voting Shares will not have pre-emptive or redemption rights under our Articles. However, the Rhino Group Permitted Holders will be entitled to certain pre-emptive rights to subscribe for additional Shares as provided for in the investor rights agreement between the Company and the Principal Shareholders (the "Investor Rights Agreement"). The Investor Rights Agreement is available on SEDAR+ at www.sedarplus.ca.

Dividends

The holders of outstanding Subordinate Voting Shares and Multiple Voting Shares are entitled to receive dividends at such times and in such amounts and form as our Board may from time to time determine, but subject to the rights of the holders of any preferred shares, without preference or distinction among or between the Subordinate Voting Shares and the Multiple Voting Shares. We are permitted to pay dividends unless there are reasonable grounds for believing that we are, or would after such payment be, unable to pay our liabilities as they become due in the ordinary course of business. In the event of a payment of a dividend in the form of shares, Subordinate Voting Shares shall be distributed with respect to outstanding Subordinate Voting Shares and Multiple Voting Shares shall be distributed with respect to outstanding Multiple Voting Shares, unless otherwise determined by our Board.

Voting Rights

The holders of outstanding Subordinate Voting Shares are entitled to one vote per share and the holders of Multiple Voting Shares are entitled to ten votes per share. As of the date of this prospectus, the Subordinate Voting Shares collectively represent approximately $30.5\%$ of our issued and outstanding shares and approximately $4.2\%$ of the voting power attached to all of our issued and outstanding shares and the Multiple Voting Shares collectively represent approximately $69.5\%$ of our issued and outstanding shares and approximately $95.8\%$ of the voting power attached to all of our issued and outstanding shares.

Conversion

The Subordinate Voting Shares are not convertible into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share. Upon the first date that a Multiple Voting Share shall be held by a Person (as defined below) other than a Permitted Holder (as defined below), the Permitted Holder which held such Multiple Voting Share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights to convert such Multiple Voting Share into a fully paid and non-assessable Subordinate Voting Share.

In addition:

all Multiple Voting Shares held by the Rhino Group Permitted Holders will convert automatically into Subordinate Voting Shares at such time that is the earlier to occur of the following: (i) the Rhino Group Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 10% of the issued and outstanding Shares (on a non-diluted basis); (ii) neither Braden Fraser Hall nor Julian Rhind serve as a member of senior management of the Rhino Group Permitted Holders; and (iii) ten (10) years from the closing date of the IPO.
all Multiple Voting Shares held by the Greg Smith Permitted Holders (as defined below) will convert automatically into Subordinate Voting Shares at such time that the Greg Smith Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 10% of the issued and outstanding Shares (on a non-diluted basis); and
all Multiple Voting Shares held by the Matthew Smith Permitted Holders (as defined below) will convert automatically into Subordinate Voting Shares at such time that the Matthew Smith Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 10% of the issued and outstanding Shares (on a non-diluted basis).

For the purposes of the foregoing:

"Affiliate" means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such specified Person, including, without limitation, any general partner, managing member or trustee of such Person or any venture capital fund or other investment fund now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person;

"Greg Smith Permitted Holders" means (i) Mr. Greg Smith and any Members of the Immediate Family of Mr. Greg Smith, and (ii) any Person controlled, directly or indirectly, by one or more Persons referred to in clause (i) above;

"Matthew Smith Permitted Holders" means (i) Mr. Matthew Smith and any Members of the Immediate Family of Mr. Matthew Smith, and (ii) any Person controlled, directly or indirectly, by one or more Persons referred to in clause (i) above;

"Members of the Immediate Family" means with respect to any individual, each parent (whether by birth or adoption), spouse, child (including any step-child) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatory due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Tax Act as amended

from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual;

"Permitted Holders" means any of (i) the Rhino Group Permitted Holders, (ii) the Greg Smith Permitted Holders, and (iii) the Matthew Smith Permitted Holders;

"Person" means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company;

"Rhino Group Permitted Holders" means Vancouver Founder Fund Limited Partnership, VFF II Limited Partnership, Rhino Co-Invest 1 Limited Partnership, Vancouver Founder Fund Inc., Rhino Co-Invest 2 Limited Partnership (the "Rhino Group"), any fund managed by Julian Rhind and/or Braden Fraser Hall and any of their respective Affiliates; and

"Shares" means, collectively, the Subordinate Voting Shares and the Multiple Voting Shares.

A Person is "controlled" by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated; (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; or (iii) in the case of a Person that is a limited partnership, the general partner, and "controls", "controlling" and "under common control with" shall be interpreted accordingly.

Subdivision or Consolidation

No subdivision or consolidation of the Subordinate Voting Shares or the Multiple Voting Shares may be carried out unless, at the same time, the Multiple Voting Shares or the Subordinate Voting Shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis.

Certain Class Votes

In addition to any other voting right or power to which the holders of Subordinate Voting Shares shall be entitled by law or regulation or other provisions of our Articles from time to time in effect, but subject to the provisions of our Articles, holders of Subordinate Voting Shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of our Articles which would adversely affect the rights or special rights of the holders of Subordinate Voting Shares or affect the holders of Subordinate Voting Shares and Multiple Voting Shares differently, on a per share basis, including an amendment to the terms of our Articles that provide that any Multiple Voting Shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into Subordinate Voting Shares.

Pursuant to our Articles, holders of Subordinate Voting Shares and Multiple Voting Shares will be treated equally and identically, on a per share basis, in certain change of control transactions that require approval of our shareholders under the BCBCA, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of our Subordinate Voting Shares and Multiple Voting Shares, each voting separately as a class.

Shareholder Meetings

Holders of our Subordinate Voting Shares and Multiple Voting Shares are entitled to attend and vote at meetings of our shareholders except meetings at which only holders of a particular class are entitled to vote.

Take-Over Bid Protection

Under applicable Canadian securities laws, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Multiple Voting Shares, the holders of Multiple Voting Shares upon completion of the IPO entered into a customary coattail agreement with us and a trustee (the "Coattail Agreement"). The Coattail Agreement contains provisions customary for dual-class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable Canadian securities laws to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares.

The undertakings in the Coattail Agreement do not apply to prevent a sale by Permitted Holders of Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:

offers a price per Subordinate Voting Share at least as high as the highest price per share to be paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares;
provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares to be sold (exclusive of Multiple Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares; and
is in all other material respects identical to the offer for Multiple Voting Shares.

In addition, the Coattail Agreement does not prevent the transfer of Multiple Voting Shares to Permitted Holders, provided such transfer is not or would not have been subject to the requirements to make a take-over bid or constitutes or would constitute a take-over bid exempt from certain requirements applicable to take-over bids, all as under applicable Canadian securities laws. The conversion of Multiple Voting Shares into Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, would not, in itself, constitute a disposition of Multiple Voting Shares for the purposes of the Coattail Agreement.

Under the Coattail Agreement, any sale of Multiple Voting Shares by a holder of Multiple Voting Shares party to the Coattail Agreement is conditional upon the transferee becoming a party to the Coattail Agreement, to the extent such transferred Multiple Voting Shares are not automatically converted into Subordinate Voting Shares in accordance with our Articles.

The Coattail Agreement contains provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the Subordinate Voting Shares. The obligation of the trustee to take such action is conditional on us or holders of the Subordinate Voting Shares providing such funds and indemnity as the trustee may reasonably require. No holder of Subordinate Voting Shares have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding Subordinate Voting Shares, reasonable funds and indemnity have been provided to the trustee and the trustee has failed to so act within 30 days after the provision of such funds and indemnity.

Other than in respect of non-material amendments and waivers that do not adversely affect the interests of holders of Subordinate Voting Shares, the Coattail Agreement provides that, among other things, it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authorities in Canada; and (b) the approval of at least two-thirds of the votes cast by holders of Subordinate Voting Shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to Subordinate Voting Shares held directly or indirectly by the holders of Multiple Voting Shares and their affiliates and any persons who have an agreement to purchase Multiple Voting Shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement, other than as permitted thereby.

No provision of the Coattail Agreement limits the rights of any holders of Subordinate Voting Shares under applicable law.

Preferred Shares

Under the Company's Articles, the preferred shares may be issued in one or more series. Accordingly, our Board is authorized, without shareholder approval but subject to the provisions of the BCBCA, to determine the maximum number of shares of each series, create an identifying name for each series and attach such special rights or restrictions, including dividend, liquidation and voting rights, as our Board may determine, and such special rights or restrictions, including dividend, liquidation and voting rights, may be superior to those of each of the Subordinate Voting Shares and the Multiple Voting Shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change of control of the Company and might adversely affect the market price of our Subordinate Voting Shares and Multiple Voting Shares and the voting and other rights of the holders of Subordinate Voting Shares and Multiple Voting Shares. We have no current plan to issue any preferred shares.

DESCRIPTION OF DEBT SECURITIES

As of the date of this prospectus, the Company has no debt securities outstanding. The following description of the terms of debt securities sets forth certain general terms and provisions of debt securities in respect of which a prospectus supplement may be filed. The particular terms and provisions of debt securities offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such debt securities. Prospective investors should rely on information in the applicable prospectus supplement if it is different from the following information.

Debt securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of debt securities pursuant to this prospectus.

The debt securities will be issued under one or more indentures (each, a "Trust Indenture"), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province or territory thereof and authorized to carry on business as a trustee (each, a "Trustee").

The following description sets forth certain general terms and provisions of the debt securities and is not intended to be complete. The particular terms and provisions of the debt securities and a description of how the general terms and provisions described below may apply to the debt securities will be included in the applicable prospectus supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture. Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedarplus.ca.

General

The applicable Trust Indenture will not limit the aggregate principal amount of debt securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue debt securities from time to time in one or more series and may be denominated and payable in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be unsecured obligations of the Company.

The Company may specify a maximum aggregate principal amount for the debt securities of any series and, unless otherwise provided in the applicable prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the debt securities previously issued and to issue that increased principal amount.

Any prospectus supplement for debt securities supplementing this prospectus will contain the specific terms and other information with respect to the debt securities being offered thereby, including, but not limited to, the following:

the designation, aggregate principal amount and authorized denominations of such debt securities;
the percentage of principal amount at which the debt securities will be issued;
whether payment on the debt securities will be senior or subordinated to other liabilities or obligations of the Company;
whether the payment of the debt securities will be guaranteed by any other person;
the date or dates, or the methods by which such dates will be determined or extended, on which the Company may issue the debt securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Company will pay the principal and any premium on the debt securities and the portion (if less than the principal amount) of debt securities to be payable upon a declaration of acceleration of maturity;
whether the debt securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Company will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended;
the place or places the Company will pay principal, premium, if any, and interest, if any, and the place or places where debt securities can be presented for registration of transfer or exchange;
whether and under what circumstances the Company will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the debt securities, and whether and on what terms the Company will have the option to redeem the debt securities rather than pay the additional amounts;
whether the Company will be obligated to redeem or repurchase the debt securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption;
whether the Company may redeem the debt securities at its option and the terms and conditions of any such redemption;
the denominations in which the Company will issue any registered and unregistered debt securities;
the currency or currency units for which debt securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the debt securities will be made by delivery of Subordinate Voting Shares or other property;
whether payments on the debt securities will be payable with reference to any index or formula;

if applicable, the ability of the Company to satisfy all or a portion of any redemption of the debt securities, any payment of any interest on such debt securities or any repayment of the principal owing upon the maturity of such debt securities through the issuance of securities of the Company or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;
whether the debt securities will be issued as Global Securities (as defined below) and, if so, the identity of the Depositary (as defined below) for the Global Securities;
whether the debt securities will be issued as unregistered securities (with or without coupons), registered securities or both;
the periods within which and the terms and conditions, if any, upon which the Company may redeem the debt securities prior to maturity and the price or prices of which, and the currency or currency units in which, the debt securities are payable;
any events of default or covenants applicable to the debt securities;
any terms under which debt securities may be defeated, whether at or prior to maturity;
whether the holders of any series of debt securities have special rights if specified events occur;
any mandatory or optional redemption or sinking fund or analogous provisions;
the terms, if any, for any conversion or exchange of the debt securities for any other securities;
rights, if any, on a change of control;
provisions as to modification, amendment or variation of any rights or terms attaching to the debt securities;
the Trustee under the Trust Indenture pursuant to which the debt securities are to be issued;
whether the Company will undertake to list the debt securities of the series on any securities exchange or automated interdealer quotation system; and
any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the debt securities being offered which do not apply generally to other debt securities, or any covenants or events of default generally applicable to the debt securities which do not apply to a particular series of the debt securities.

The Company reserves the right to include in a prospectus supplement specific terms pertaining to the debt securities which are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such debt securities.

Unless stated otherwise in the applicable prospectus supplement, no holder of debt securities will have the right to require the Company to repurchase the debt securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.

The Company may issue debt securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these debt securities at a discount below their stated principal amount. The Company may also sell any of the debt securities for a foreign currency or currency unit, and payments on the debt securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, the Company may issue debt securities with terms different from those of debt securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of debt securities and issue additional debt securities of such series.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable prospectus supplement, the debt securities will be direct unsecured obligations of the Company. The debt securities will be senior or subordinated indebtedness of the Company as described in the applicable prospectus supplement. If the debt securities are senior indebtedness, they will rank equally and ratably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the debt securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable prospectus supplement, and they will rank equally and ratably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable prospectus supplement. The Company reserves the right to specify in a prospectus supplement whether a particular series of subordinated debt securities is subordinated to any other series of subordinated debt securities.

The Board may establish the extent and manner, if any, to which payment on or in respect of a series of debt securities will be senior or will be subordinated to the prior payment of our other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed by any other person and the nature and priority of any security.

Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable prospectus supplement, debt securities of any series may be issued in whole or in part in the form of one or more global securities ("Global Securities") registered in the name of a designated clearing agency (a "Depository") or its nominee and held by or on behalf of the Depository in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a Global Security will, to the extent not described herein, be described in the prospectus supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the debt securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee ("Participants"). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the debt securities or by the Company if such debt securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the debt securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held

through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of debt securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the debt securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such debt securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a debt security or otherwise take action with respect to such holder's interest in a debt security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged in whole or in part for debt securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the debt securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.

If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry debt securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying prospectus supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the debt securities held by the Depositary or the book-entry accounts maintained by the Depositary, (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests, or (iii) any advice or representation made by or with respect to the Depositary and contained in this prospectus or in any prospectus supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Participants.

Unless otherwise stated in the applicable prospectus supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any debt securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the debt securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable prospectus supplement, unregistered securities will have interest coupons attached.

In the event that the debt securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable prospectus supplement, payment of principal, premium, if any, and interest, if any, on the debt securities (other than a Global Security) will be made at the office or agency of the Trustee or, at

the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable prospectus supplement, payment of interest, if any, will be made to the persons in whose name the debt securities are registered at the close of business on the day or days specified by the Company.

At the option of the holder of debt securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable prospectus supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable prospectus supplement, unregistered securities will not be issued in exchange for registered securities.

The applicable prospectus supplement may indicate the places to register a transfer of the debt securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the debt securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

DESCRIPTION OF WARRANTS

General

As of the date of this prospectus, the Company has no warrants outstanding. This section describes the general terms that will apply to any warrants for the purchase of Subordinate Voting Shares, or equity warrants, or for the purchase of debt securities, or debt warrants.

We may issue warrants independently or together with other Securities, and warrants sold with other Securities may be attached to or separate from the other Securities. Warrants will be issued under one or more warrant agency agreements to be entered into by us and one or more banks or trust companies acting as warrant agent.

The Company will deliver an undertaking to the securities regulatory authority in each of the provinces and territories of Canada that it will not distribute warrants that, according to their terms as described in the applicable prospectus supplement, are "novel" specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such prospectus supplement containing the specific terms of the warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada where the warrants will be distributed.

This summary of some of the provisions of the warrants is not complete. The statements made in this prospectus relating to any warrant agreement and warrants to be issued under this prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. You should refer to the warrant indenture or warrant agency agreement relating to the specific warrants being offered for the complete terms of the warrants. A copy of any warrant indenture or warrant agency agreement relating to an

offering or warrants will be filed by the Company with the securities regulatory authorities in the applicable Canadian offering jurisdictions after we have entered into it, and will be available electronically on SEDAR+ at www.sedarplus.ca.

The applicable prospectus supplement relating to any warrants that we offer will describe the particular terms of those warrants and include specific terms relating to the offering.

Original purchasers of warrants (if offered separately) will have a contractual right of rescission against us in respect of the exercise of such warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under Section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the warrants, or other convertible securities, are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces or territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights, or consult with a legal advisor.

Equity Warrants

The particular terms of each issue of equity warrants will be described in the applicable prospectus supplement. This description will include, where applicable:

the designation and aggregate number of equity warrants;
the price at which the equity warrants will be offered;
the currency or currencies in which the equity warrants will be offered;
the date on which the right to exercise the equity warrants will commence and the date on which the right will expire;
the number of Subordinate Voting Shares that may be purchased upon exercise of each equity warrant and the price at which and currency or currencies in which the Subordinate Voting Shares may be purchased upon exercise of each equity warrant;
the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of shares that may be purchased, (ii) the exercise price per share or (iii) the expiry of the equity warrants;
whether we will issue fractional shares;
whether we have applied to list the equity warrants or the underlying shares on a stock exchange;
the designation and terms of any securities with which the equity warrants will be offered, if any, and the number of the equity warrants that will be offered with each Security;
the date or dates, if any, on or after which the equity warrants and the related Securities will be transferable separately;
whether the equity warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the equity warrants;

any terms, procedures and limitations relating to the transferability, exchange or exercise of the equity warrants; and
any other material terms or conditions of the equity warrants.

Debt Warrants

The particular terms of each issue of debt warrants will be described in the related prospectus supplement. This description will include, where applicable:

the designation and aggregate number of debt warrants;
the price at which the debt warrants will be offered;
the currency or currencies in which the debt warrants will be offered;
the designation and terms of any Securities with which the debt warrants are being offered, if any, and the number of the debt warrants that will be offered with each Security;
the date or dates, if any, on or after which the debt warrants and the related Securities will be transferable separately;
the principal amount and designation of debt securities that may be purchased upon exercise of each debt warrant and the price at which and currency or currencies in which that principal amount of debt securities may be purchased upon exercise of each debt warrant;
the date on which the right to exercise the debt warrants will commence and the date on which the right will expire;
the minimum or maximum amount of debt warrants that may be exercised at any one time;
whether the debt warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the debt warrants;
whether we have applied to list the debt warrants or the underlying debt securities on an exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the debt warrants; and
any other material terms or conditions of the debt warrants.

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.

DESCRIPTION OF UNITS

As of the date of this prospectus, the Company has no units outstanding. The Company may issue units, which may consist of one or more of Subordinate Voting Share, preferred shares, warrants or any other security specified in the relevant prospectus supplement. Each unit will be issued so that the holder of the unit is also the holder of each of the Securities included in the unit. In addition, the relevant prospectus supplement relating to an offering of units will describe all material terms of any units offered, including, as applicable:

the designation and aggregate number of units being offered;
the price at which the units will be offered;
the designation, number and terms of the Securities comprising the units and any agreement governing the units;
the date or dates, if any, on or after which the Securities comprising the units will be transferable separately;
whether we will apply to list the units or any of the individual Securities comprising the units on any exchange;
material Canadian income tax consequences of owning the units, including, how the purchase price paid for the units will be allocated among the Securities comprising the units; and
any other material terms or conditions of the units.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

We may issue subscription receipts separately or in combination with one or more other Securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the "Release Conditions") and for no additional consideration, Subordinate Voting Shares, preferred shares, warrants, debt securities or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a "Subscription Receipt Agreement"), the material terms of which will be described in the applicable prospectus supplement, each to be entered into between the Company and an escrow agent (the "Escrow Agent") that will be named in the relevant prospectus supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province or territory thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any subscription receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription receipts sold to or through such underwriter or agent.

The following description sets forth certain general terms and provisions of subscription receipts that may be issued hereunder and is not intended to be complete. The statements made in this prospectus relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective investors should refer to the Subscription Receipt Agreement relating to the specific subscription receipts being offered for the complete terms of the subscription receipts. We will file a copy of any Subscription Receipt Agreement relating to an offering of subscription receipts with the applicable securities regulatory authorities in Canada after it has been entered into it.

General

The prospectus supplement and the Subscription Receipt Agreement for any subscription receipts that we may offer will describe the specific terms of the subscription receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

the designation and aggregate number of subscription receipts being offered;
the price at which the subscription receipts will be offered;
the designation, number and terms of the Subordinate Voting Shares, preferred shares, warrants and/or debt securities to be received by the holders of subscription receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers;
the Release Conditions that must be met in order for holders of subscription receipts to receive, for no additional consideration, the Subordinate Voting Shares, preferred shares, warrants and/or debt securities;
the procedures for the issuance and delivery of the Subordinate Voting Shares, preferred shares, warrants and/or debt securities to holders of subscription receipts upon satisfaction of the Release Conditions;
whether any payments will be made to holders of subscription receipts upon delivery of the Subordinate Voting Shares, preferred shares, warrants and/or debt securities upon satisfaction of the Release Conditions;
the identity of the Escrow Agent;
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of subscription receipts, together with interest and income earned thereon (collectively, the "Escrowed Funds"), pending satisfaction of the Release Conditions;
the terms and conditions pursuant to which the Escrow Agent will hold the Subordinate Voting Shares, preferred shares, warrants and/or debt securities pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;

if the subscription receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the subscription receipts;
procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion of the subscription price of their subscription receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any contractual right of rescission to be granted to initial purchasers of subscription receipts in the event that this prospectus, the prospectus supplement under which such subscription receipts are issued or any amendment hereto or thereto contains a misrepresentation;
any entitlement of the Company to purchase the subscription receipts in the open market by private agreement or otherwise;
whether we will issue the subscription receipts as Global Securities and, if so, the identity of the depository for the Global Securities;
whether we will issue the subscription receipts as unregistered bearer securities, as registered securities or both;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the subscription receipts, including upon any subdivision, consolidation, reclassification or other material change of the Subordinate Voting Shares, preferred shares, warrants or other securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company's assets or any distribution of property or rights to all or substantially all of the holders of Subordinate Voting Shares;
whether we will apply to list the subscription receipts on any exchange;
material Canadian federal income tax consequences of owning the subscription receipts; and
any other material terms or conditions of the subscription receipts.

Original purchasers of subscription receipts will have a contractual right of rescission against us in respect of the conversion of the subscription receipts. The contractual right of rescission will entitle such original purchasers to receive the total of the amount paid on original purchase of the subscription receipts and the amount paid upon conversion of the subscription receipts (if any) upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the subscription receipts under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the subscription receipts under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under Section 131 of the Securities Act (British Columbia) or otherwise at law.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of subscription receipts will not be, and will not have the rights of, shareholders of the Company. Holders of subscription receipts are entitled only to receive Subordinate Voting Shares, preferred shares, warrants and/or debt securities on exchange of their subscription receipts, plus any cash payments, if any, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of subscription receipts shall be entitled to a refund of all or a portion of the subscription price therefor and their pro rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement, all as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the subscription receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the

subscription receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of subscription receipts will receive a refund of all or a portion of the subscription price for their subscription receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Subordinate Voting Shares, preferred shares, warrants and or debt securities may be held in escrow by the Escrow Agent and will be released to the holders of subscription receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the subscription receipts issued thereunder may be made by way of a resolution of holders of subscription receipts at a meeting of such holders or consent in writing from such holders. The number of holders of subscription receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that we may amend any Subscription Receipt Agreement and the subscription receipts without the consent of the holders of the subscription receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holders of outstanding subscription receipts or as otherwise specified in the Subscription Receipt Agreement.

SELLING SECURITYHOLDERS

Our Securities may be sold under this prospectus by way of a secondary offering by or for the account of certain of our securityholders. The prospectus supplement that we will file in connection with any offering of our Securities by selling securityholders will include the following information:

the names of the selling securityholders and, where the selling securityholder is not an individual, the name of the principal securityholder of such selling securityholder to the extent known;
the number or amount of our Securities owned, controlled or directed by each selling securityholder;
the number or amount of our Securities being distributed for the account of each selling securityholder;
the number or amount of Securities to be owned by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of our outstanding Securities; and
whether our Securities are owned by the selling securityholders both of record and beneficially, of record only or beneficially only.

PLAN OF DISTRIBUTION

New Issue

We may issue our Securities offered by this prospectus for cash or other consideration (i) to or through underwriters, dealers, placement agents or other intermediaries, (ii) directly to one or more purchasers or (iii) in connection with acquisitions of assets or shares or another entity or company. The consideration for an acquisition of assets or shares of another entity or company may consist of any of the Securities covered hereby separately, a combination of such Securities, or any combination of, among other things, Securities, cash or the assumption of liabilities.

Each prospectus supplement with respect to our Securities being offered will set forth the terms of the offering, including:

the name or names of any underwriters, dealers or other placement agents;
the number and the purchase price of, and form of consideration for, our Securities;
any proceeds to the Company from such sale; and
any commissions, fees, discounts and other items constituting underwriters', dealers' or agents' compensation.

Our Securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing prices or at negotiated prices, including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

Only underwriters named in the prospectus supplement are deemed to be underwriters in connection with our Securities offered by that prospectus supplement.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of our Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom we enter into agreements may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

Each class or series of preferred shares, debt securities, subscription receipts, warrants and units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable prospectus supplement, the preferred shares, debt securities, warrants, subscription receipts or units will not be listed on any securities or stock exchange. Unless otherwise specified in the applicable prospectus supplement, there is no market through which the preferred shares, debt securities, warrants, subscription receipts or units may be sold and purchasers may not be able to resell preferred shares, debt securities, warrants, subscription receipts or units purchased under this prospectus or any prospectus supplement. This may affect the pricing of the preferred shares, debt securities, warrants, subscription receipts or units in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors". Subject to applicable laws, certain dealers may make a market in the preferred shares, debt securities, warrants, subscription receipts or units, as applicable, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in the preferred shares, debt securities, warrants, subscription receipts or units or as to the liquidity of the trading market, if any, for the preferred shares, debt securities, warrants, subscription receipts or units.

In connection with any offering of Securities, except as otherwise set out in a prospectus supplement relating to a particular offering of Securities and other than in relation to an "at-the-market" distribution, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions intended to fix, stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which

otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.

Secondary Offering

This prospectus may also, from time to time, relate to the offering of Securities by certain selling securityholders.

The selling securityholders may sell all or a portion of the Securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If Securities are sold through underwriters or broker-dealers, the selling securityholders will be responsible for underwriting discounts or commissions or agent's commissions. Securities may be sold by the selling securityholders in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, as follows:

on any national securities exchange or quotation service on which the Securities may be listed or quoted at the time of sale;
in the over-the-counter market;
in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
through the writing of options, whether such options are listed on an options exchange or otherwise;
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
privately negotiated transactions;
an exchange distribution;
short sales;
broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
a combination of any such methods of sale; and
any other method permitted pursuant to applicable law.

If the selling securityholders effect such transactions by selling the Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling securityholders or commissions from purchasers of our Securities for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Securities or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Securities in the course of hedging in positions they assume. The selling securityholders may also sell the Securities short and deliver the Securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling securityholders may also loan or pledge the Securities to broker-dealers that in turn may sell such shares.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable prospectus supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada or acquiring, owning and disposing of any of our Securities offered thereunder. Investors should read the tax discussion in any

prospectus supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

EXEMPTION FROM FRENCH LANGUAGE REQUIREMENTS FOR ATM DISTRIBUTIONS

Pursuant to a decision of the Autorité des marchés financiers ("AMF") dated October 26, 2023, the Company was granted exemptive relief from the requirement that this prospectus as well as the documents incorporated by reference herein and any applicable prospectus supplement and the documents incorporated by reference therein to be filed in relation to an "at-the-market" distribution to be filed with the AMF in the French language. This exemptive relief is granted on the condition that this prospectus, any applicable prospectus supplement (other than in relation to an "at-the-market" distribution) and the documents incorporated by reference herein and therein be filed with the AMF in the French language if the Company offers Securities to Québec purchasers in connection with an offering other than in relation to an "at-the-market" distribution.

LEGAL MATTERS

Certain legal matters related to our Securities offered by this prospectus will be passed upon on our behalf by Blake, Cassels & Graydon LLP, with respect to matters of Canadian law.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is KPMG LLP, 777 Dunsmuir St, Vancouver, British Columbia, V7Y 1K3. KPMG LLP is independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

The transfer agent and registrar for the Company's Subordinate Voting Shares is Computershare Investor Services Inc. at its principal transfer offices in Vancouver, British Columbia.

AGENT FOR SERVICE OF PROCESS

Certain directors of the Company reside outside of Canada. As a result of the persons named below residing outside of Canada, each of them has appointed the following agent for service of process:

Name of Person or Company	Name and Address of Agent
Katie May	Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.
Steve Krenzer	Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.
Melanie Kalemba,	Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any such person, even though they have each appointed an agent for service of process.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some

jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of securities distributed under the "at-the-market distribution" do not have the right to withdraw from an agreement to purchase the securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of securities distributed under the "at-the-market distribution" may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, or other convertible, exchangeable or exercisable Securities, investors are cautioned that the statutory right of action for damages under Canadian securities laws for a misrepresentation contained in the prospectus or a prospectus supplement (or any amendment thereto) is limited, in certain provincial securities legislation, to the price at which the warrants, or other convertible, exchangeable or exercisable Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such Securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces or territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights, or consult with a legal advisor.

C-1

CERTIFICATE OF THE COMPANY

Dated: November 14, 2023

This short form base shelf prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form base shelf prospectus as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) GREG SMITH
Chief Executive Officer

(Signed) CORINNE HUA
Chief Financial Officer

On Behalf of the Board of Directors

(Signed) STEVE KRENZER
Director

(Signed) KATIE MAY
Director

AI assistant

Thinkific Labs Inc. — Capital/Financing Update 2025

48078_rns_2025-06-11_97968000-d7cf-478e-b751-b6657e942de7.pdf

PROSPECTUS SUPPLEMENT

THINKIFIC

Price: C$2.25 per Offered Share

The following table sets out the number of Additional Shares that may be sold to the Underwriters pursuant to the Over-Allotment Option:

TABLE OF CONTENTS

TABLE OF CONTENTS OF THE BASE SHELF PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Common Shares

Meeting and Voting Rights

Dividends, Rights on Liquidation or Winding Up

Voluntary Conversion

Other Rights

Preferred Shares

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Currency

Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

Taxation of Capital Gains and Losses

Minimum Tax

Non-Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

THE COMPANY

RECENT DEVELOPMENTS

INVESTOR RIGHTS AGREEMENT

SELLING SHAREHOLDERS

USE OF PROCEEDS

CONSOLIDATED CAPITALIZATION

PRIOR ISSUANCES

TRADING PRICE AND VOLUME

PLAN OF DISTRIBUTION

Lock-Up Arrangements

Non-Certificated Inventory System

RISK FACTORS

Risks Relating to the Offering and the Securities

The market price of our Common Shares may be volatile and your investment could suffer or decline in value.

Future sales of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, could adversely affect prevailing market prices for the Common Shares.

Liquidity of Common Shares.

Canadian investors may find it difficult to enforce civil liabilities against our directors and officers residing outside of Canada.

Investors may lose their entire investment.

Risks Related to the Business

Changes in U.S. laws and policies regulating international trade.

AUDITORS, TRANSFER AGENT AND REGISTRAR

AGENT FOR SERVICE OF PROCESS

PURCHASERS' STATUTORY RIGHTS

CERTIFICATE OF THE SELLING SHAREHOLDERS

CERTIFICATE OF THE UNDERWRITERS

SHORT FORM BASE SHELF PROSPECTUS

THINKIFIC

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

TRADEMARKS AND TRADE NAMES

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

THINKIFIC LABS INC.

Name, Address and Incorporation

Intercorporate Relationships

Business of the Company

Our Platform

RECENT DEVELOPMENTS

RISK FACTORS

Risks Relating to the Securities

Absence of a Public Market for Certain Securities

Unsecured Debt Securities

Effect of Changes in Interest Rates on Debt Securities

Effect of Fluctuations in Foreign Currency Markets on Debt Securities

Discretion over Use of Proceeds

USE OF PROCEEDS

CONSOLIDATED CAPITALIZATION

Thinkific Labs Inc. Capital/Financing Update 2025