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

Good morning. I am pleased to welcome all of you to the special meeting of the shareholders of Thunderbird Entertainment Group, Inc., to consider, and if thought advisable, pass a special resolution approving an arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act of British Columbia, involving the company in Blue Ant Media Corporation. My name is Jennifer Twiner McCarron, and I am the Chair of the company's Board of Directors. Thank you very much for taking the time to attend today. The meeting will now come to order. I wish to inform all participants that today's meeting is being recorded in order to provide the secretary with an accurate transcription of the meeting. Given the significance of the matter to be considered at today's meeting, we wanted to ensure the fullest participation possible of the company's shareholders. Therefore, we decided to hold this meeting virtually and ensure that our registered shareholders and proxy holders attending are able to participate fully in the meeting as if the meeting were held in person. I will now take a few minutes to set out some of the specific instructions related to the meeting. Questions and comments. This online meeting is accessible to registered shareholders, proxy holders and guests. However, only registered shareholders as of the record date and their respective and duly appointed proxy holders can participate in the meeting, including asking questions. If you have a question or comment, please select the Messaging icon, type your question or comment in the text box at the top of the messaging screen that says Ask a Question and then click the Send button. You will be able to see the questions you have submitted by clicking on the My Messages icon under the text box. Please submit any questions or comments as early as possible during the meeting in order to allow us time to receive them. As always, we will limit questions and comments to matters that relate directly to the resolution being put forward for consideration at today's meeting. Questions that are similar in nature or repetitive may be grouped together and addressed in a single response at the appropriate time during the meeting. Voting. Registered shareholders and duly appointed proxy holders that are logged in to the meeting's online portal may vote via the online platform. Each shareholder of the company is entitled to 1 vote for each share held. If you are a registered shareholder or duly appointed proxy holder and have already voted prior to the proxy cutoff time, and do not wish to change or revoke your previous vote, please do not vote again. By voting again, you will be revoking your previous vote. Online voting will be opened shortly during the formal portion of this meeting. We will allow sufficient time for online votes, and you may vote until we declare the voting closed. When online voting has opened, the Polling icon will appear in the navigation bar. The text of the matter on which you are being asked to vote and voting choices will then be displayed. After you vote, a message confirming your vote has been appeared or has been received will appear. Your vote can be changed by simply clicking the other available option. If you wish to cancel your vote, please press Cancel. Participation at today's meeting. In accordance with the constating documents of the company and the terms of the interim order of the Supreme Court of British Columbia dated December 10, 2025, as amended on January 6, 2026, we wish to remind attendees that only registered shareholders as at the record date for this meeting and duly appointed proxy holders who contacted Odyssey Trust Company in advance of the meeting to receive their login credentials, which is different from their control number, are entitled to participate in the meeting, vote and ask questions. I will act as Chair of this meeting and will ask Jamie Mandell, legal counsel to the company to act as Secretary of the meeting. Julie Chu of Odyssey Trust Company, transfer agent for the company, will act as scrutineer. I will now table proof that the notice calling this meeting, together with the Management Information Circular, the form of proxy and the letter of transmittal and election form, were sent to all shareholders of record as of December 12, 2025, in accordance with the National Instrument 54-101 and the interim order of the Supreme Court of British Columbia dated December 10, 2025, as amended on January 6, 2026. Copies of the meeting materials are also posted online under the company's profile on SEDAR+. The affidavits of mailing are available for inspection by any shareholder by contacting the company and I will ask that the secretary file copies of such affidavit with the minutes of today's meeting. And unless there are any objections, I will dispense with the reading of the notice of meeting. Pursuant to the corporation's constating documents in the interim order, the quorum for this meeting is not less than 2 or more shareholders present or represented by proxy. Based on the preliminary scrutineers' report, a quorum is present for this meeting. I therefore declare that this meeting is regularly called and properly constituted for the transaction of business. I would ask the secretary to append the final scrutineer's report on attendance as a schedule to the minutes of this meeting. As a reminder, internal network security protocols, including firewalls and VPN connections may block access to the Lumi platform. If you're experiencing difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer or a network not restricted to security settings of a particular organization. If any shareholder or proxy holder attending the meeting virtually has any technical issues with voting or submitting a question during the meeting, please click the Support button under the information section of your screen for technical assistance. We will now turn to the arrangement resolution. In order to facilitate the efficient conduct of business at today's meeting, we have asked certain proxy holders to make the motion to be considered today. As previously noted, the sole item of business to be conducted at this meeting is to consider, and if deemed advisable, pass with or without variation, a special resolution of shareholders, the full text of which is set out in Appendix A to the Management Information Circular of Thunderbird for this meeting, approving an arrangement pursuant to the Business Corporations Act of British Columbia, pursuant to which Blue Ant would acquire all of the issued and outstanding shares of Thunderbird. Under the terms of such arrangement, each shareholder of the company, except for any dissenting shareholders, were entitled to elect to receive consideration of CAD 1.77 in cash for each share of Thunderbird held 0.2165 subordinate voting shares in the capital of Blue Ant for Thunderbird share or a combination of cash and share consideration for the Thunderbird shares. In each case, subject to rounding and provision based on cash maximum of $40 million. The arrangement and the events leading to the -- entering into the agreement -- arrangement agreement by the company are described in the company's Management Information Circular dated December 11, 2025, issued by the corporation and filed on SEDAR+. To be effective, the special resolution to approve the arrangement must be approved by the affirmative vote of at least 2/3 of the votes cast by the company's shareholders present virtually or represented by proxy at this meeting. In accordance with applicable laws and regulations and as discussed in the company's Management Information Circular, the Board of Directors of Thunderbird formed a strategic review committee of independent directors to lead the process of reviewing and negotiating the arrangement. As discussed in the circular, both the Strategic Review Committee and the Board of Directors unanimously determined that the arrangement is in the best interest of Thunderbird and is fair and reasonable to shareholders and the Board of Directors unanimously with 1 director abstaining, recommends that the shareholders vote for the special resolution approving the arrangement. The circular also sets out in detail all of the reasons and factors considered by both the Strategic Review Committee and the Board of Directors in having recommended and approved the arrangement. I now ask for a motion that the special resolution as set out in Appendix A of the management information circular be approved.

My name is Simon Bodymore. I move that the special resolution with respect to the arrangement be approved.

Thank you. You have heard the motion. We will now pause briefly to address any questions or comments from registered shareholders or proxy holders that are directly related to the arrangement. We will now proceed with voting on the motion. I don't see any questions. I now ask that online voting on the arrangement resolution be made available through the virtual platform. We invite shareholders and proxy holders who have not yet voted or who wish to change their vote to complete their online voting on the arrangement resolution through the voting portal. I now declare the polls open on the arrangement resolution and allow time for voting to be conducted and concluded and will now take a brief pause. [Voting]

Now that there has been time for voting, I declare voting on this matter closed. 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 the arrangement resolution. I therefore declare the motion 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. Given that there is no further business that has been brought before this meeting, I hereby declare the meeting terminated. Thank you all so much for your participation at this meeting.

This concludes the meeting. You may now disconnect.