Thunderbird Entertainment Group Announces 2024 AGM Results and Annual Grant of RSUs to the Board of Directors

Rhea-AI Summary

Thunderbird Entertainment Group (TSXV: TBRD, OTCQX: THBRF) held its annual general meeting on December 12, 2024, where shareholders approved all proposed matters. The meeting resulted in the reappointment of all Board directors, including Jennifer Twiner McCarron, Asha Daniere, David Lazzarato, Azim Jamal, Jerome Levy, Lisa Coulman, and Taylor Henderson.

Shareholders also approved a new Omnibus Equity Incentive Plan, replacing the existing stock option and equity incentive compensation plans. The new plan allows for up to 10% of outstanding Common Shares to be reserved for various equity instruments including stock options, RSUs, DSUs, and PSUs. Following the meeting, the company granted 179,476 RSUs to non-executive directors on December 16, 2024, which will vest prior to the next annual meeting or one year from the grant date.

Positive

• Successful approval of all matters at AGM, including board reappointments
• Implementation of new comprehensive Omnibus Equity Incentive Plan
• Grant of 179,476 RSUs to non-executive directors aligning management interests with shareholders

Negative

• Potential dilution of up to 10% of outstanding shares through the new equity incentive plan

VANCOUVER, British Columbia--(BUSINESS WIRE)-- Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF) (“Thunderbird” or the “Company”) is pleased to announce that all matters submitted to shareholders for approval at the Company’s annual general and special meeting of shareholders (the “Meeting”) held December 12, 2024 were approved, including, among other matters, reappointing each of the Company's directors to the Board: Jennifer Twiner McCarron, Asha Daniere, David Lazzarato, Azim Jamal, Jerome Levy, Lisa Coulman and Taylor Henderson. The Report of Proxies has been posted on SEDAR+.

In addition, shareholders of the Company approved the Omnibus Equity Incentive Plan (the "Omnibus Incentive Plan") to replace the existing stock option plan and equity incentive compensation plan. The Omnibus Incentive Plan is a "rolling up to 10%" share-based compensation plan pursuant to which up to an aggregate of 10% of the Common Shares issued and outstanding may be reserved for issuance under it and any other security-based compensation plans of the Corporation, in the form of stock options, restricted share units ("RSUs"), deferred share units ("DSUs") and performance share units ("PSUs"). A copy of the Omnibus Incentive Plan and further details are included in the Company's management information circular regarding the Meeting available on SEDAR at www.sedarplus.com. The Omnibus Incentive Plan remains subject to the final approval of the TSXV.

The Company has granted an aggregate of 179,476 RSUs to its non-executive directors on December 16, 2024, pursuant to the terms of the Company’s Omnibus Incentive Plan. The RSUs will vest on the later of (i) the date that is immediately prior to the date of the Company’s next annual meeting of its shareholders; or (ii) one-year anniversary of the date of the grant. Each vested RSU entitles the holder to receive one common share of the Company.

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, Super Team Canada, Molly of Denali, Highway Thru Hell, Kim’s Convenience, Boot Camp, and Sidelined: The QB and Me . 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

Thunderbird’s public communications may include written, or oral “forward-looking statements” and “forward-looking information” as defined under applicable Canadian securities legislation. Forward-looking statements or information may be identified by words such as “anticipate”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “plan”, “project”, “should”, “believe”, “intend”, or similar expressions concerning matters that are not historical facts. Forward-looking statements in this document include, but are not limited to, the fact that the Company may not receive the final approval of the TSXV for the Omnibus Equity Incentive Plan and statements with respect to the granting of and vesting schedule of the RSUs.

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; product capability and acceptance; and other factors set out in the “Risk and Uncertainty” section of the Company’s MD&A dated June 30, 2024. The foregoing is not an exhaustive list. Additional risks and uncertainties not presently known to Thunderbird or that management believes to be less significant may also adversely affect the Company.

The forward-looking statements or information contained in this document represent the Company’s views as of the date hereof, and therefore such information should not be relied upon as representing the Company’s views as of any date subsequent to the date of this document. The Company’s actual results, performance or achievement could differ materially from those ‎expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be ‎given that any of the events anticipated by the forward-looking statements will transpire or occur, or if ‎any of them do so, what benefits the Company will derive therefrom. Readers are therefore cautioned ‎that the foregoing lists of important factors are not exhaustive, and they should not unduly rely on the ‎forward-looking statements included in this news release. All forward-looking statements contained in this news release are expressly ‎qualified by this cautionary statement. Thunderbird has no intention, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241216737407/en/

For further information:

Investor Relations Contacts:

Glen Akselrod, Bristol Capital

Phone: + 1 905 326 1888 ext 1

Email: glen@bristolir.com

Media Relations Contact:

Lana Castleman, Director, Marketing & Communications

Phone: 416-219-3769

Email: lcastleman@thunderbird.tv

Corporate Communications

Julia Smith, Finch Media

Email: Julia@finchmedia.net

Source: Thunderbird Entertainment Group Inc.

FAQ

What changes were approved at Thunderbird Entertainment's (THBRF) 2024 AGM?

At the December 12, 2024 AGM, shareholders approved the reappointment of all Board directors and a new Omnibus Equity Incentive Plan that allows for up to 10% of outstanding shares to be reserved for equity compensation.

How many RSUs did Thunderbird Entertainment (THBRF) grant to directors in December 2024?

Thunderbird Entertainment granted 179,476 RSUs to its non-executive directors on December 16, 2024.

When will the RSUs granted to Thunderbird Entertainment (THBRF) directors in 2024 vest?

The RSUs will vest on either the date immediately prior to the next annual shareholder meeting or the one-year anniversary of the grant date, whichever is later.

What is the maximum dilution potential under THBRF's new Omnibus Equity Incentive Plan?

The new Omnibus Equity Incentive Plan allows for up to 10% of the company's outstanding Common Shares to be reserved for various equity compensation instruments.