Independent Proxy Advisory Firm ISS Recommends Shareholders Vote “FOR” Plan of Arrangement With Blue Ant Media Corporation

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VANCOUVER, British Columbia--(BUSINESS WIRE)--Dec 29, 2025--

Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF) (“Thunderbird” or the “Company”), a global award-winning, full-service multiplatform production, distribution and rights management company, is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) has recommended holders (the “Shareholders”) of common shares in the capital of Thunderbird (the “Shares”) vote FOR the previously announced acquisition by Blue Ant Media Corporation (“Blue Ant”) (TSX: BAMI) of all of the issued and outstanding Shares for, at the option of each Shareholder, (i) 0.2165 Blue Ant subordinate voting shares per Share, (ii) $1.77 in cash per Share, or (iii) a combination thereof, subject to rounding and proration based on a maximum cash consideration of $40 million, pursuant to a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). Shareholders will vote on the Arrangement at the special meeting of Shareholders on January 12, 2026 (the “Meeting”).

ISS is a leading independent proxy voting and corporate governance advisory firm whose recommendation may influence how certain pension funds, investment managers, mutual funds, and other institutional shareholders vote.

ISS recommended to “Vote FOR” the Arrangement at the Meeting.

In reaching its recommendation, ISS stated, among other things: “The transaction's mixed consideration structure affords shareholders the election to continue with the combined company through issuance of equity or a liquidation event through a cash consideration option, which represented a meaningful 50 percent premium to the company's closing share price on the date prior to the announcement, providing both certain and immediate value.”

Welcoming the favourable recommendation, Jennifer Twiner McCarron, Chair and Chief Executive Officer of the Company commented: “We are pleased that a leading proxy advisor, ISS, has endorsed the Arrangement. We encourage all Shareholders to vote FOR the plan of arrangement in advance of the proxy voting cut off on January 8, 2026.”

VOTE TODAY

Act Now. The deadline for Shareholders to vote FOR the Arrangement is 9:00 a.m. (Vancouver time) on January 8, 2026.

The board of directors of Thunderbird, having received a unanimous recommendation from a strategic review committee comprised solely of independent directors of Thunderbird, and after receiving outside legal and financial advice, unanimously (with one director abstaining) recommends that Shareholders vote FOR the Arrangement.

Completion of the Arrangement is subject to the approval of 66 2/3% of the votes cast by the Shareholders present virtually or represented by proxy at the Meeting, as well as other customary conditions including certain regulatory approvals and the issuance of a final order by the Supreme Court of British Columbia. It is currently expected that the Arrangement will be completed by the end of January 2026.

The terms of the Arrangement and the arrangement agreement between Thunderbird and Blue Ant dated November 25, 2025 (the “Arrangement Agreement”) are further described in the Management Information Circular (the “Circular”) and related materials for the Meeting, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Shareholder Questions and Assistance

Thunderbird has retained Sodali & Co. as its proxy solicitation agent. If you have any questions or need assistance voting, contact Sodali & Co. by:

• Toll free phone call in North America to 1-833-711-5127
• 1-289-695-3075 for banks, brokers, and callers outside North America
• Email at [email protected]

About Thunderbird Entertainment Group Inc.

Thunderbird Entertainment Group Inc. is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with a team in Los Angeles. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world’s leading digital platforms, as well as Canadian and international broadcasters. Thunderbird 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, X, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.

Cautionary Note and Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws in Canada. Forward-looking information may relate to Thunderbird’s future business, financial outlook and anticipated events or results and may include information regarding its financial position, business strategy, growth strategies, addressable markets, market share, budgets, operations, financial results, taxes, operating environment, business plans and objectives. Particularly, information regarding Thunderbird’s expectations of future results, performance, growth, achievements, prospects or opportunities or the markets in which they operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “budget”, “estimates”, “outlook”, “financial outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding possible future events or circumstances, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information may include, among other things, the proposed acquisition of Thunderbird by Blue Ant and terms thereof; the anticipated timing of the Meeting; and the anticipated completion of the Arrangement, including receipt of shareholder, court and regulatory approval, satisfaction of closing conditions and timing of completion; and other statements that are not historical fact. Although Thunderbird believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Thunderbird, and its management and board of directors, as of the date hereof, the Arrangement will be completed on terms and timing currently contemplated, all conditions to the completion of the Arrangement will be satisfied or waived, assumptions and expectations related to the premiums to the trading price of the Shares and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement. Thunderbird cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Thunderbird, and there is no assurance that they will prove correct. Forward‐looking statements also involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward‐looking statements. Factors that may cause such differences include, but are not limited to, changes to general economic, market and business conditions; Thunderbird’s future financial and operating performance; the ability of Thunderbird to complete the Arrangement; Thunderbird’s ability to provide a return on investment; Thunderbird’s ability to maintain a strong financial position and manage costs; the ability of Thunderbird to maximize the utilization of its existing assets and investments; and that the completion of the Arrangement is subject to the satisfaction or waiver of a number of conditions as set forth in the Arrangement Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Arrangement. There is a risk that some or all the expected benefits of the Arrangement may fail to materialize or may not occur within the time periods anticipated by Thunderbird. Material risks that could cause actual results to differ from forward‐looking statements also include the inherent uncertainty associated with the financial and other projections; the prompt and effective integration of the combined company; the ability to achieve the anticipated synergies and value creation contemplated by the Arrangement; the risk associated with Thunderbird’s ability to obtain the approvals required to consummate the Arrangement and the timing of the closing of the Arrangement, including the risk that the conditions to the Arrangement are not satisfied on a timely basis or at all; the risk that a consent or authorization that may be required for the Arrangement is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the Arrangement Agreement; unanticipated difficulties or expenditures relating to the Arrangement, the response of business partners and retention as a result of the announcement and pendency of the Arrangement; risks relating to the value of Blue Ant subordinate voting shares to be issued in connection with the Arrangement; the impact of competitive responses to the announcement of the Arrangement; and the diversion of management time on transaction‐related issues. Consequently, there can be no assurance that the actual results or developments anticipated by Thunderbird (including the Arrangement and impact or benefits related thereto) will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on Thunderbird, its respective shareholders, or the future results and performance of Thunderbird. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see Thunderbird’s financial statements for the quarter ended September 30, 2025 and related MD&A and the Circular, each available on SEDAR+ ( www.sedarplus.ca ) under Thunderbird’s issuer profile. Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of Thunderbird at the time the statements are made, and there should be no expectation that these forward looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Thunderbird disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Thunderbird.

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CONTACT: Julia Smith, Finch Media

Email:[email protected]

KEYWORD: NORTH AMERICA CANADA

INDUSTRY KEYWORD: FILM & MOTION PICTURES PUBLIC RELATIONS/INVESTOR RELATIONS TV AND RADIO MEDIA COMMUNICATIONS ONLINE GENERAL ENTERTAINMENT ENTERTAINMENT

SOURCE: Thunderbird Entertainment Group Inc.

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PUB: 12/29/2025 04:46 PM/DISC: 12/29/2025 04:47 PM

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