Thunderbird Entertainment Group Inc. (TBRD.V) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual General Meeting of the Shareholders of Thunderbird Entertainment Group Inc. My name is Jennifer Twiner McCarron, and I am the Chair of the Board of Directors and the Chief Executive Officer of the company. Before we commence the formal business of the meeting, I would like to provide some opening remarks. We are pleased to host today's meeting online through the Lumi virtual meeting platform. This platform is accessible to all of our shareholders and duly appointed proxy holders and allow shareholders to participate, submit questions and vote regardless of their physical location. Let's begin with a brief overview of the conduct for this meeting. To be able to vote or ask questions at this meeting, you must either be a registered shareholder or a duly appointed proxy holder. Guests and nonregistered shareholders are only permitted to listen. If you are a registered shareholder or duly appointed proxy holder, you may vote and submit questions and comments to the moderator to be read and addressed at the meeting. If you have a question or comment, please submit it by clicking on the messaging icon at the top of your screen, and we will answer at the appropriate time. Please note that we will only address questions that relate to the matters of the business properly before today's meeting. Questions regarding the company's upcoming special meeting or the proposed transaction with Blue Ant Media will not be addressed during this AGM and should be directed to the company's public disclosure. As Chair and Secretary, I will preside as Chair of this meeting. And with your approval, I will ask Jamie Mandell of DLA Piper Canada, Legal Counsel of the company, to act as Secretary of the meeting. Excellent. I would also like to take a moment to acknowledge the other members of Thunderbird's Board of Directors who are here with us today. Joining me are Azim Jamal, Asha Daniere, David Lazzarato and Lisa Coulman. Also joining from management is our CFO, Simon Bodymore. For the purposes of this meeting, Julie Chu of Odyssey Trust Company will be appointed as scrutineer. The applicable meeting materials were sent to all shareholders of record as of the close of business on November 18, 2025. The scrutineer has advised me that prior to the meeting, proxies were received from a sufficient number of shareholders to constitute a quorum. I therefore declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the formal report of the scrutineer be annexed as a schedule to the minutes of this meeting. Voting on all matters before us today will be conducted using Lumi's virtual meeting platform, and every shareholder entitled to vote on the matter has 1 vote in respect to each of the voting shares held. Only registered shareholders who held shares in their name as of the close of business on November 18, 2025, or their validly appointed proxy holders are entitled to vote at this meeting. If you have already voted or sent in a proxy, there is no need for you to vote again at the meeting unless you would like to change your vote. The electronic voting system will be open for all resolutions at the same time. This will allow you to cast your ballot electronically on each resolution immediately or you may wait until each resolution discussion has concluded prior to casting your vote. I now declare the polls open on all resolutions. And in the interest of expediting the business of the meeting and in accordance with the corporate laws and Thunderbird's articles, no motion needs to be seconded. We will now run through each of the items on the agenda. First will be the presentation of the audited financial statements of the company for the financial year ended June 30, 2025, together with the report of the auditor thereon. Second, shareholders will be asked to fix the number of directors at 5 and elect the directors of the company for the ensuing year. Third, shareholders will be asked to reapprove the company's Omnibus share compensation plan. And lastly, shareholders will be asked to appoint the auditor of the company and authorize the directors of the company to fix the remuneration. As a point of information for the meeting, I have been advised by the scrutineers that proxies deposited for the meeting have been voted for the resolutions proposed for consideration at the meeting. The first item of business is the presentation of Thunderbird's audited financial statements for the year ending June 30, 2025. The financial statements and the auditor's report have been filed on SEDAR and are available on the Lumi platform's dashboard. I now ask for a motion to dispense with the reading of the financial statements and the auditor's report.

I so move.

A motion has been made that the reading of the financial statements and the auditor's report will be dispensed with. The next item of business is fixing the size of the Board of Directors to be elected at the meeting. The management information circular referred to as a circular and instrument of proxy contemplate fixing the number of directors for the ensuing year at 5. I now ask for a motion that the number of directors of the company be set at 5.

I so move.

A motion has been made that the number of directors be set at 5. The next item of business is the election of the directors of the company for the ensuing year. I note the company's articles provide a process requiring advanced notice to the company in respect of any person seeking to be nominated for election at today's meeting. The company did not receive any notice of director nominations in connection with the meeting within the prescribed time periods. Accordingly, the only persons eligible to be nominated at this meeting for election to the Board are the following nominees: Jennifer Twiner McCarron, Azim Jamal, Lisa Coulman, Asha Daniere and David Lazzarato. I now ask for a motion that each of Jennifer Twiner McCarron, Azim Jamal, Lisa Coulman, Asha Daniere and Dave Lazzarato be elected as directors of the company to hold office until the next Annual Meeting of the Shareholders or until their successors are elected or appointed.

I so move.

Thank you. The next item of business is the reapproval of the company's Omnibus share compensation plan by ordinary resolution. Details of the Omnibus share compensation plan are set out in detail in the circular prepared for the meeting. I now ask for a motion that the company's Omnibus share compensation plan be reapproved by the shareholders.

I so move.

Thank you. A motion has been made to reapprove the company's Omnibus share compensation plan. The next item of business is the appointment of the auditor. I now ask for a motion that PricewaterhouseCoopers LLP be appointed as auditor of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed and that the directors be authorized to fix their remuneration.

I so move.

A motion has been made to appoint PricewaterhouseCoopers LLP as the auditor of Thunderbird for the ensuing year and that the directors be authorized to fix their remuneration. For those who have not voted on all of the resolutions, please do so now as I will shortly close the polls. Please be reminded that if you have already voted or sent in a proxy, there's no need for you to vote by poll unless you would like to change your vote. I will close the polls on all resolutions presented in 1 minute. [Voting]

Excellent. The scrutineer will prepare the report on the ballots, which will be included with the minutes of the meeting. And the polls are closed and the ballots are concluded. I have been advised by the scrutineer that based on the votes represented by proxy at this meeting, a sufficient number of votes have been cast in favor of each of the resolutions presented at the meeting. I therefore declare each of the resolutions carried. Rather than hold up the meeting for the final tabulation of votes, I direct that the final voting results be included with the minutes of this meeting. Unless there are any questions, I would entertain a motion that the meeting be terminated.

I so move.

Excellent. Well, the scrutineer has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried and the meeting is now concluded. Thank you. And now we would be pleased to take any general questions. And as a reminder, we only intend to take questions regarding the matters of the business before today's meeting, and any questions regarding the company's upcoming special meeting or the proposed transaction with Blue Ant Media should be directed to the company's public disclosure.

There are no questions.

Excellent. Okay. This meeting is now concluded. Thank you very much for attending.