Thinkific Labs Inc. — Capital/Financing Update 2025

Jun 11, 2025

BOUGHT DEAL PUBLIC OFFERING OF COMMON SHARES

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all of the provinces and territories of Canada. Copies of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed are accessible through SEDAR+. Copies of the documents may be obtained by contacting Cormark Securities Inc., who will arrange to send them if you request it by contacting: Cormark Securities Inc. Royal Bank Plaza, North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2, or by email at: ecm@cormark.com.

The Common Shares (as defined below) have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state of the United States (as defined in Regulation S under the U.S. Securities Act (the "United States"). Accordingly, the Common Shares may not be offered, sold or delivered, directly or indirectly, within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable U.S. state securities laws. This term sheet does not constitute an offer to sell, or a solicitation of an offer to buy, the Common Shares offered within the United States.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Offering, before making an investment decision.

Issuer: Thinkific Labs Inc. ("Thinkific" or the "Company").

Offering: 5,777,780 common shares (the "Common Shares") of the Company to be sold by Vancouver Founder Fund Limited Partnership, VFF II Limited Partnership, Rhino Co-Invest 1 Limited Partnership and Vancouver Founder Fund (VCC) Inc. (collectively, the "Selling Shareholders") (the "Offering").

Offering Size: C$13,000,005 (C$14,950,005.75 including the full exercise of the Over-Allotment Option (as defined below)).

Offering Price: C$2.25 per Common Share (the "Offering Price").

Over-Allotment Option: The Underwriters shall have the option (the "Over-Allotment Option") to purchase up to an additional 866,667 Common Shares from the Selling Shareholders on the same terms of the Offering at any time up to 30 days following the Closing Date (as hereinafter defined), solely for market stabilization purposes and to cover over-allotments, if any.

Form of Offering: "Bought-deal" public offering by way of a prospectus supplement to the Company's short form base shelf prospectus dated November 14, 2023 (together, the "Prospectus"), to be filed in all provinces and territories of Canada. The Common Shares will be offered and sold in (i) certain provinces and territories of Canada, except Quebec, as may be agreed to between the Company, the Selling Shareholders and the Underwriters, by way of the Prospectus; and (ii) the United States on a private placement basis pursuant to available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws, to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) and to institutional "accredited investors" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) and outside the United States pursuant to Rule 903 of Regulation S under the U.S. Securities Act. The Common Shares may be offered in such other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and that the

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Company will not be or become subject to any continuous disclosure obligations in such jurisdiction.

Underwriting Agreement:

The Company, the Selling Shareholders and the Underwriters will enter into a definitive underwriting agreement which agreement will contain “material change out”, “disaster and regulatory out”, and “breach out” clauses running to the closing of the Offering.

Eligibility:

RRSPs, RRIFs, RESPs, FHSAs, RDSPs, DPSPs and TFSAs.

Listing:

The Common Shares are currently listed on the TSX under the symbol “THNC”. Continued listing shall be a condition of Closing Date (as herein after defined).

Underwriters:

Cormark Securities Inc. (1)(2) ... 40%
CIBC Capital Markets Inc. (1)(2) ... 30%
Canaccord Genuity Corp. ... 30%
(1) Co-Lead Underwriters and Joint Bookrunners.
(2) 5.0% step-up fee payable pro rata based on syndicate economics

Lock-up Agreements:

The Selling Shareholders will agree to enter into lock-up agreements for a period of 180 days as a condition of closing. The Chief Executive Officer and any other holder of more than 10% of the Company’s Common Shares will agree to enter into lock-up agreements for a period of 90 days as a condition of closing.

Commission:

Cash commission equal to 4.0% of the gross proceeds of the Offering (including the Over-Allotment Option).

Closing Date:

On or before June 13, 2025 (the “Closing Date”) or such other date as the Underwriters, the Selling Shareholders and the Company may agree.