Thunderbird Entertainment Group Addresses False Statements by Hedge Fund Voss Capital, LLC and Confirms Annual Meeting Will Be Held in Early 2023

Vancouver, British Columbia–(BUSINESS WIRE)–Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF) (“Thunderbird” or the “Company”) today corrects records of misstatements held by Texas-based hedge fund Voss Capital, LLC (“Voss”) ) in his latest press release. Thunderbird also announced that it will hold its annual general meeting of shareholders (the “Meeting”) in the first quarter of 2023.

Voss’ ambush

Voss has elected to initiate an ambush proxy fight and to announce on the final day allowable that it will nominate a competing list of directors for election to replace the entire board of Thunderbird (the “Board”) at the meeting . This calculated tactic left the company with no choice but to postpone the meeting originally scheduled for December 6, 2022.

The deferral will allow the company to thoroughly research and report on the qualifications of all Voss nominees, including the specific work and experience and track record of a public company board of directors. It will also allow Thunderbird time to amend its information circular to ensure shareholders have all the information they need to assess the merits and qualifications of all nominees when deciding who to appoint to the future leadership of the company entrust.

Thunderbird’s strategy works

Contrary to what Voss claims, Thunderbird is executing on its strategic plan and creating long-term value. Thunderbird believes this proxy fight is a waste of time, energy, and resources. There is a risk that all the hard work and success the company has achieved will be jeopardized.

As a success story, Thunderbird’s revenue for the fiscal year ended June 30, 2022 grew 34% year over year, in a year when its peers faltered. From fiscal 2020 through year-end 2022, revenue increased 83% and earnings before interest, taxes, depreciation and amortization (EBITDA) increased 30%. The company is debt-free and growing purely organically.

With a full suite of premium programming developed, produced and delivered on time and on budget, Thunderbird has strong relationships with major North American and international broadcasters, distributors and major global digital platforms, and has an award-winning team with a focus on creativity and creativity built culture, many of whom have played key roles in some of the largest and most successful entertainment companies in the world.

Thunderbird stock has outperformed the market, the industry, and its peers. Based on a closing price of $3.20 prior to Voss’ announcement on November 4, 2022, shares are in Thunderbird high up 39% from the opening price of $2.30 on the company’s first day of trading, November 2, 2018. In contrast, the shares of the three most directly comparable Canadian peers all have declined since 2018 or since their subsequent initial listing in value as shown below.

Period

November 2, 2018 (or start of trading) to November 4, 2022 (immediately prior to Voss’ announcement)

symbol

company1

Change in share price

TBRD.V

Thunderbird Entertainment Group Inc.

+ 39

%

WILD.TO

WildBrain Ltd.

– 28

%

BRMI.TO

Boat Rocker Media Inc. (publicly traded in 2021)

– 67

%

FORA.TO

VerticalScope Holdings Inc. (listed in 2021)

– 71

%

1: Based on Thomson Reuters peers, which are similar in size to Thunderbird

Voss has no plan and cannot unlock a stat

In proposing a full list of directors, Voss is responsible for providing shareholders with a detailed business plan and management transition plan. Voss has so far avoided doing this, instead proposing a review of strategic alternatives, which is not a plan.

Voss is wrong in his claim that simply putting up a “For Sale” sign can unlock value for Thunderbird shareholders. The prospect of a premium is not only limited by the current market environment, but also by the deal risk for non-Canadian bidders.

The pool of potential Canadian bidders is small, and non-Canadian bidders would need to be approved by the Canadian government after a cultural review of the Investment Canada Act. Such approval is by no means certain and could be subject to time-consuming and expensive operations, which in turn would limit both the circle of interested parties and the bounty available to Thunderbird shareholders.

The reality is that Voss’ proposed review of strategic alternatives would be value-destroying and could result in Thunderbird losing acquisition opportunities. The instability that accompanies such a process, particularly when conducted publicly in the high-profile context of a proxy fight, will create uncertainty about the Company’s future and affect Thunderbird’s ability to win new business and recruit and retain talent . In the current economic conditions, it is more important than ever that the company has a solid foundation and a continued focus on healthy operations and financial stability.

Voss tries to take over the company without paying a premium

Contrary to the misleading statements by Voss, the Executive Board and management regularly and comprehensively exchange information with shareholders. Thunderbird has specifically contacted Voss and communicated extensively with him in good faith, including requesting that Voss submit candidates for the Company’s Board of Directors for consideration. Instead of pursuing a constructive engagement, Voss has attempted to avoid this process entirely in order to gain complete control of the company.

Voss’ nomination of six candidates for the Board of Directors amounts to an acquisition of Thunderbird. Voss wants its handpicked list to make up 100% of the board, even though it owns just 13.3% of the outstanding shares. ALL shareholders should receive a bounty from Voss for such control.

Additionally, Voss nominees are ill-equipped to undergo a qualified or thorough strategic review process. Thunderbird’s Board of Directors has extensive experience in such matters and is well advised by knowledgeable third party investment bankers.

As the company has disclosed to Voss, management and the board of directors consistently conduct market reviews, including engaging investment banks and other advisors, and respond to incoming inquiries from potential investors, including strategic investors and private equity funds.

Advisor

Thunderbird has appointed Cassels Brock & Blackwell LLP as legal counsel, Morrow Sodali (Canada) Ltd. as Proxy Solicitor and Strategic Advisor and Longview Communications and Public Affairs as Communications Advisor.

Thunderbird will have more to say in its management information circular for the meeting, which it will file in due course and post at investors.thunderbird.tv and under Thunderbird’s profile at www.sedar.com, and thereafter with the solicitation of proxies begin his nominees.

About Thunderbird Entertainment Group

Thunderbird Entertainment Group is a global, award-winning, full-service, multi-platform production, distribution and rights management company headquartered in Vancouver with additional offices in Los Angeles, Toronto and Ottawa. Thunderbird creates award-winning scripted, non-scripted and animated programming for the world’s leading digital platforms, Canadian and international broadcasters. Thunderbird’s vision is to produce high quality, socially responsible content that makes the world a better place. The Company develops, produces and distributes animated, factual and scripted content through its various content branches, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media), formerly known as Thunderbird Factual, and Thunderbird Scripted. Productions under the Thunderbird umbrella include The last children on earth, Molly from Denali, highway through hell and Kim’s convenience, among other. The company also has a team dedicated to global distribution and consumer products. Thunderbird is on Facebook, Twitter and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain “forward-looking statements” under applicable Canadian securities laws that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements relating to the timing for holding the 2023 meeting; the Company’s ability to thoroughly research the qualifications of all Voss nominees, including details of work and experience on the board of directors of a public company and track record; Amending Thunderbird’s draft information circular to ensure that shareholders have all the information necessary to assess the merit and qualifications of all nominees when deciding who to appoint to future leadership of the company; future economic conditions; a review of strategic alternatives is value-destroying; the Company’s goals, objectives or future plans; and the business and operations of the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors that could cause actual results and future events to differ materially from those expressed or implied therein differ from forward-looking statements. These factors include, among others: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and those additional risks set forth in the Company’s management’s discussion and analysis for the fiscal years ended June 30, 2022 and 2021 and other public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in the preparation of the forward-looking statements are reasonable, you should not place undue reliance on these statements, which speak only as of the date of this press release, and make no representations as to the same are given events will occur in the specified time periods or at all. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

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