Thunderbird Entertainment Announces Amended and Restated Cooperation Agreement with Voss Capital

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Thunderbird Entertainment Group Inc. (TSXV:TBRD, OTC – THBRF) announced an amended and restated cooperation agreement with Voss Capital LLC, which includes the nomination of a new Voss Nominee for election to the board of directors at the 2023 Annual Meeting. The agreement also involves the appointment of an additional independent director and voting commitments at the 2023 and 2024 annual meetings. The A&R Cooperation Agreement will terminate by October 15, 2025. Thunderbird expects to mail an information circular for the 2023 Annual Meeting soon, with a record date for voting on October 27, 2023.

VANCOUVER, British Columbia--(BUSINESS WIRE)-- Thunderbird Entertainment Group Inc. (TSXV:TBRD, OTC – THBRF) (“Thunderbird” or the “Company”) announced today that it has entered into an amended and restated cooperation agreement (the “A&R Cooperation Agreement”) with Voss Capital LLC and certain of its affiliates (collectively, “Voss”), which together own approximately 13.1% of the outstanding common shares of Thunderbird. The A&R Cooperation Agreement amends and replaces the existing cooperation agreement between the Company and Voss, dated as of January 19, 2023, as amended January 27, 2023, in its entirety.

The A&R Cooperation Agreement provides for the nomination of Taylor Henderson, a representative and employee of Voss (the “New Voss Nominee”) for election to the board of directors of Thunderbird (the “Board”) at the Company’s upcoming 2023 annual general and special meeting of shareholders scheduled for December 14, 2023 (the “2023 Annual Meeting”), which appointment is subject to the approval of the TSX Venture Exchange.

In connection with the A&R Cooperation Agreement, Linda Michaelson and Mark Trachuk have agreed not to stand for re-election at the 2023 Annual Meeting, and continuing on the Board, and nominated for election at the 2023 Annual Meeting, are Jennifer Twiner McCarron (CEO), Asha Daniere, Azim Jamal, Jérôme Levy and Lisa Coulman. Thunderbird thanks Ms. Michaelson and Mr. Trachuk for their significant contributions to the Company.

The A&R Cooperation Agreement also provides for the appointment of one additional independent director to be mutually agreed by the Company and Voss following the 2023 Annual Meeting.

Jennifer Twiner McCarron, Thunderbird Chair and Chief Executive Officer said, “Heading into 2024, we are looking forward to doubling down on the health of the business while prioritizing our focus on maximizing shareholder value.”

Under the terms of the A&R Cooperation Agreement, Voss has, among other things, agreed to abide by customary voting commitments at the 2023 Annual Meeting (as previously agreed by the parties) and the 2024 annual general and special meeting of shareholders, as well as customary standstill restrictions. The A&R Cooperation Agreement will terminate in accordance with its terms on the earlier of (i) the date of which the Company first publicly announces the date of its 2025 annual general and/or special meeting of shareholders, and (ii) October 15, 2025.

Thunderbird expects to mail an information circular with respect to the 2023 Annual Meeting in due course and shareholders are encouraged to read the information circular in its entirety and cast their votes early. The record date for voting at the 2023 Annual Meeting is October 27, 2023.

Below is the biography of Mr. Henderson.

Taylor Henderson

Mr. Henderson has served as an analyst at Voss Capital, LLC, a fundamental research-driven, value-oriented hedge fund focused on special situations since 2015. Mr. Henderson holds a B.S. in Economics from Texas A&M University.

For information on Thunderbird and to subscribe to the Company’s investor list for news updates, go to www.thunderbird.tv.

ABOUT THUNDERBIRD ENTERTAINMENT GROUP
Thunderbird Entertainment Group is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with additional offices in Los Angeles and Ottawa. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world’s leading digital platforms, as well as Canadian and international broadcasters. The Company develops, produces, and distributes animated, factual, and scripted content through its various content arms, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media) and Thunderbird Scripted. Productions under the Thunderbird umbrella include Mermicorno: Starfall, Rocket Saves the Day, Molly of Denali, Highway Thru Hell, Kim’s Convenience, Reginald the Vampire and Boot Camp. Thunderbird Distribution and Thunderbird Brands manage global media and consumer products rights, respectively, for the Company and select third parties. Thunderbird is on Facebook, Twitter, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.

ABOUT VOSS CAPITAL LLC
Founded in 2011, Voss Capital, LLC is a fundamental research-driven, bottom-up, value-oriented manager focused on underfollowed special situations. Voss Capital LLC is headquartered in Houston, Texas.

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 release, which has been prepared by management.

SOURCE Thunderbird Entertainment Group Inc.

Cautionary Statement Regarding Forward-Looking Information
This news release includes 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 news release include, but are not limited to, statements with respect to the terms of the A&R Cooperation Agreement; the intention to nominate directors at the upcoming 2023 Annual Meeting; the appointment of an additional independent director following the conclusion of the 2023 Annual Meeting; matters with respect to mailing of the information circular and the 2023 Annual Meeting; maximizing shareholder value; and the Company’s objectives, goals or future plans. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; those additional risks set out in the Company’s Management’s Discussion and Analysis for the year ended June 30, 2023 and other public documents filed on SEDAR+ at www.sedarplus.ca. 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 only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231110888169/en/

THUNDERBIRD:

Investor Relations:

Glen Akselrod, Bristol Capital

+1 905 326 1888 ext 1

glen@bristolir.com

Media Relations:

Lana Castleman, Director, Marketing & Communications

416-219-3769

lcastleman@thunderbird.tv

Corporate Communications

Julia Smith, Finch Media

Julia@finchmedia.net

VOSS:

Media Relations:

Serena Koontz

Head of Investor Relations

Voss Capital, LLC

Source: Thunderbird Entertainment Group Inc.

FAQ

What is the amended and restated cooperation agreement announced by Thunderbird Entertainment Group Inc. with Voss Capital LLC?

The amended and restated cooperation agreement involves the nomination of a new Voss Nominee for election to the board of directors at the 2023 Annual Meeting, the appointment of an additional independent director, and voting commitments at the 2023 and 2024 annual meetings.

When will the A&R Cooperation Agreement terminate?

The A&R Cooperation Agreement will terminate by October 15, 2025.

What is the record date for voting at the 2023 Annual Meeting?

The record date for voting at the 2023 Annual Meeting is October 27, 2023.

Who is Taylor Henderson and what is his role in the agreement?

Taylor Henderson is the new Voss Nominee for election to the board of directors at the 2023 Annual Meeting. He has served as an analyst at Voss Capital, LLC since 2015.

Where can I find more information about Thunderbird Entertainment Group Inc. and subscribe to the company's investor list?

For information on Thunderbird and to subscribe to the Company’s investor list for news updates, go to www.thunderbird.tv.