Thunderbird Entertainment Group Addresses Misrepresentation 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 corrected its records regarding false statements made by Texas-based hedge fund Voss Capital, LLC (“Voss”) ) in its 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 elected to launch an ambush proxy fight, announcing on the last day allowed that it would nominate a competing group of directors at its meeting for election to replace Thunderbird’s entire board of directors (the “Board”). This carefully planned strategy left the company with no choice but to postpone the meeting, originally scheduled for December 6, 2022.

The extension will allow the company to thoroughly research and report on the qualifications of each individual Voss nominates, including specific jobs and public company board experience and track record. It will also give Thunderbird the time it needs to amend its information circular to ensure shareholders have all the information necessary to enable them to evaluate the merits and qualifications of all nominees when deciding who to trust with future management of the company.

Thunderbird’s strategy is working

Contrary to Voss’ assertions, Thunderbird is executing on its strategic plan and is creating long-term value. Thunderbird believes this proxy battle is a waste of time, energy and resources. It has the potential to jeopardize all the hard work and success the company has achieved.

In a case of success, Thunderbird’s revenue rose 34% from a year earlier in the fiscal year ending June 30, 2022, a year in which its peers underperformed. From fiscal 2020 to the end of 2022, revenue is up 83%, and earnings before interest, taxes, depreciation, and amortization (EBITDA) are up 30%. The company has no debt and its growth is purely organic.

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

Thunderbird stock has outperformed the market, industry, and peers.Based on Voss’ closing price of $3.20 prior to its announcement on November 4, 2022, Thunderbird stock is up This represents a 39% increase from the company’s opening price of $2.30 on its first trading day (November 2, 2018).In contrast, shares of the three most directly comparable Canadian peers all rose decline Values ​​since 2018 or since its subsequent initial listing, as shown in the chart below.

Voss has no plan and cannot unlock value

When proposing a full list of directors, Voss is obliged to provide shareholders with a detailed business plan and changes to the management plan. So far, Voss has avoided doing so, suggesting instead a review of strategic alternatives, which is not the plan.

Voss falsely asserted that it could unlock value for Thunderbird shareholders by posting a “for sale” sign. The prospect of a premium is limited not only by the current market environment, but also by the transactional risks of non-Canadian bidders.

The number of potential Canadian bidders is small and non-Canadian bidders will be approved by the Government of Canada following a cultural review of the Investment Canada Act. Such approval is by no means certain and may require a time-consuming and expensive commitment, which will again limit the number of interested parties and the premium available to Thunderbird shareholders.

The reality is that the review of strategic alternatives proposed by Voss will destroy value and potentially cost Thunderbird an acquisition opportunity. The instability created by this process, especially in the midst of a high-profile proxy fight, would create uncertainty about the company’s future and undermine Thunderbird’s ability to win new business and recruit and retain talent. ability. In current economic conditions, it is more important than ever that companies demonstrate solid fundamentals and maintain a continued focus on healthy operations and financial stability.

Voss tries to take over company without paying premium

Contrary to Voss’ misleading representations, the board and management engage with shareholders on a regular and extensive basis. Thunderbird has specifically approached Voss and conducted extensive good-faith communications, including a request that Voss submit board nominees for consideration by the company. Instead of pursuing constructive engagement, Voss tried to avoid the process entirely in an attempt to gain complete control of the company.

Voss nominated six candidates for the board, which is similar to the Thunderbird acquisition. Voss wants its handpicked members to make up 100% of the board, even though it owns only 13.3% of outstanding shares. Voss should pay a premium to all shareholders for such control.

Additionally, Voss’ nominees do not possess the ability to run a qualified or thorough strategic review process. Thunderbird’s Board of Directors has extensive experience in such matters and is fully advised by knowledgeable third-party investment bankers.

As the company communicated to Voss, management and the board of directors consistently conduct market checks, including engaging investment banks and other advisors, and answering inbound inquiries from potential investors, including strategic investors and private equity funds.

consultant

Thunderbird has hired Cassels Brock & Blackwell LLP as legal counsel, Morrow Sodali (Canada) Ltd. as attorney and strategic advisor, and Longview Communications and Public Affairs as communications advisor.

Thunderbird will have more say in the conference’s management information circular, which will be submitted and posted in due course on investors.thunderbird.tv and under Thunderbird’s profile www.carder.comafter which it will begin soliciting proxies for its 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 offices in Los Angeles, Toronto and Ottawa. Thunderbird produces award-winning scripted, unscripted and animated programming for the world’s leading digital platforms and 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 divisions, including Thunderbird Kids and Family (Atomic Cartoon), Thunderbird Unscripted (Great Pacific Media) (formerly known as Thunderbird Factual) and Thunderbird Scripted.Thunderbird’s works include last child on earth, molly of denali, highway to hell and Golden Convenience,and many more. The company also has a team dedicated to global distribution and consumer products. Thunderbird is @tbirdent on Facebook, Twitter and Instagram. For more information, please visit: www.thunderbird.tv.

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain “forward-looking statements” under applicable Canadian securities legislation 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 regarding the timing of meetings in 2023; the company’s ability to thoroughly research the qualifications of each of Voss’ nominees, including job details and public company board experience and track record; revisions to the Thunderbirds Information Notice draft to ensure shareholders have all the information necessary to assess the merits and qualifications of all nominees when deciding who to trust in the future to manage the company; future economic conditions; review of strategic alternatives with disruptive value; purpose of the company , goals or future plans; and the company’s business and operations. 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 which could cause actual results and future events to differ from these Such statements or implied results and future events differ materially from forward-looking statements.These factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; Discussion and analysis for the year ended 30 March and those additional risks outlined in other public filings on SEDAR www.carder.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which speak only as of the date of this press release and there can be no assurance that such stated events will be within the time frame disclosed occur within or not at all. The company disclaims any intention or duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX-V nor its Regulatory 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 prepared by management.