Mar 3, 2021

A A Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. TSX Venture Exchange: PCL.P VANCOUVER, BC, March 3, 2021 /CNW/ - Perihelion Capital Ltd. ("PCL") is pleased to announce that further to its news release on December 21, 2020, regarding Think Technologies Corp. ("Think") entering into an engagement letter (the "Original Engagement Letter") with Regent Capital Partners Inc. ("Regent") dated December 16, 2020, PCL, Regent and Think have now entered into an amended and restated engagement letter (the "Engagement Letter") dated March 3, 2021, with respect to the concurrent financings to take place as a condition to the proposed Qualifying Transaction (as such term is defined in the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange")) between Think and PCL (the "Proposed Transaction"). Pursuant to the Engagement Letter, Regent will act as lead agent, on its own behalf and on behalf of a syndicate of agents that will include Leede Jones Gable Inc. as co-agent (collectively, the "Agents"), in connection with a private placement (the "Think Private Placement") of subscription receipts of Think (the "Subscription Receipts"), and a private placement (the "PCL Private Placement") of units of Perihelion ("PCL Unit"). Think Private Placement Under the Think Private Placement, the Subscription Receipts will be offered at a price of $0.20 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of up to $2,500,000. Each Subscription Receipt shall be deemed to be exercised, without payment of any additional consideration and without any further action on the part of the holder thereof, for one unit in the capital of Think (a "Think Unit"), upon satisfaction of certain escrow release conditions (the "Escrow ReleaseConditions") as described in a subscription receipt agreement to be entered into by the parties (the "Subscription Receipt Agreement"). Each Think Unit will consist of one common share in the capital of Think (a "Think Unit Share") and one-half of one common share purchase warrant of Think (each whole warrant, a "Think Unit Warrant"). Each Think Unit Warrant will be exercisable into one Think Unit Share (a "ThinkWarrant Share") at a price of $0.30 per Think Warrant Share for a period of 24 months from the date of the closing of the Think Private Placement (the "Think Closing Date"). Upon closing of the Proposed Transaction, each Think Unit Share will be automatically exchanged for one common share in the capital (a "Resulting Issuer Share") of the resulting issuer of the Proposed Transaction (the "Resulting Issuer") and each Think Unit Warrant will be automatically exchanged for one common share purchase warrant (a "Resulting Issuer Warrant") of the Resulting Issuer. Each Resulting Issuer Warrant will be exercisable into one Resulting Issuer Share at a price of $0.30 per Resulting Issuer Share for a period of 24 months from the Think Closing Date. Think has also granted to Regent an option exercisable up to 48 hours prior to the Think Closing Date to arrange for the purchase of up to an additional 2,500,000 Subscription Receipts for additional gross proceeds of up to $500,000. The gross proceeds of the Think Private Placement, less the Agents' expenses and 50% of the Cash Fee (as defined below) which will be paid upon closing of the Think Private Placement, will be deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions. If either: (i) the Escrow Release Conditions are not satisfied on or before the escrow release deadline to be stipulated in the Subscription Receipt Agreement; or (ii) prior to such escrow release deadline, PCL and/or Think advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be cancelled and the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement. In connection with the Think Private Placement, the Agents will be paid a cash commission of up to 8% of the gross proceeds raised under the Think Private Placement (the "Cash Fee") and will be issued such number of non-transferable share purchase warrants (the "Compensation Options") up to 8% of the Subscription Receipts sold under the Think Private Placement. Each Compensation Option will entitle its holder to acquire one common share in the capital of Think at the Issue Price for a period of 24 months following the Think Closing Date. The Compensation Options shall be exchanged for non-transferable share purchase warrants of the Resulting Issuer upon completion of the Proposed Transaction. In addition, Think will pay Regent a corporate finance fee upon closing of the Think Private Placement. The Think Private Placement shall be completed on such date to be determined between Think, PCL and Regent. Think intends to use the net proceeds from the Think Private Placement for sales growth, product development, strategic acquisitions and general corporate purposes. PCL Private Placement Under the PCL Private Placement, the PCL Units will be offered at the Issue Price per PCL Unit for aggregate gross proceeds of up to $500,000. Each PCL Unit will consist of one common share (a "PCL Unit Share") in the capital of PCL and one-half of one common share purchase warrant (a whole warrant, a "PCL Unit Warrant") of PCL. Each PCL Unit Warrant will be exercisable into one common share in the capital of PCL (a "PCL Warrant Share") at a price of $0.30 per PCL Warrant Share for a period of 24 months from the date of the closing of the PCL Private Placement (the "PCL Closing Date"). In connection with the PCL Private Placement, the Agents will be paid a cash commission up to 8% of the gross proceeds raised under the PCL Private Placement (the "Cash Fee") and will be issued such number of non-transferable share purchase warrants (the "PCLCompensation Options") up to 8% of the PCL Units sold under the PCL Private Placement. Each PCL Compensation Option will entitle its holder to acquire one common share in the capital of PCL at the Issue Price for a period of 24 months following the PCL Closing Date. The PCL Private Placement shall be completed on such date to be determined between PCL, Think, and Regent, and at the latest, completed concurrently with the Proposed Transaction. About Think Think is a developer of artificial intelligence software solutions. Think's cloud-native AI platform utilizes natural language processing (NLP), computer vision and neural networks to ingest and process large volumes of data, learn from this data, and find patterns to assist businesses with planning and management. About PCL PCL is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the merger agreement in respect of the Proposed Transaction. The principal business of PCL is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange. Forward-Looking Statements Disclaimer and Reader Advisory Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. PCL assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to PCL. Additional information identifying risks and uncertainties is contained in filings by PCL with the Canadian securities regulators, which filings are available at www.sedar.com. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Common shares in the capital of PCL will remain halted until such time as permission to resume trading has been obtained from the Exchange. PCL is a reporting issuer in Alberta, British Columbia, and Ontario. SOURCE Perihelion Capital Ltd.