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Thunderbird Entertainment Group — AGM Information 2020
Nov 12, 2020
43831_rns_2020-11-12_7776ba56-910b-41c4-8d07-bab21411feca.pdf
AGM Information
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NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING
AND
MANAGEMENT INFORMATION CIRCULAR
WITH RESPECT TO THE
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2020
Dated as of October 31, 2020
THUNDERBIRD ENTERTAINMENT GROUP INC.
123 West 7[th] Ave Vancouver, British Columbia V5Y 1L8
NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the shareholders of Thunderbird Entertainment Group Inc. (hereinafter called the “ Company ”) will be held on Tuesday December 8, 2020 at 10:00 a.m. (Vancouver time) in a virtual only format where shareholders may attend and participate in the Meeting via live audio webcast for the following purposes:
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To receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2020, and the auditor’s report thereon.
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To elect directors for the ensuing year and to fix the number of directors for the ensuing year at nine (9).
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To re-approve the Company’s stock option plan, as more particularly described under the heading “ Particulars of Other Matters to be Acted Upon – Re-Approval of Stock Option Plan ” in the accompanying management information circular (the “ Information Circular” ).
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To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants as the Company’s auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.
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To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.
Accompanying this notice of meeting is the Information Circular and form of proxy. These Meeting materials can also be viewed at www.sedar.com.
This year, in response to the global COVID-19 pandemic, the Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other shareholders. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/237847124. Beneficial shareholders (being shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting.
As a shareholder of the Company, it is very important that you read the accompanying Information Circular and other Meeting materials carefully. They contain important information with respect to voting your shares and attending and participating at the Meeting.
A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your shares, including if you are a nonregistered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey Trust Company (" Odyssey ") with their proxyholder's contact information, amount of shares appointed, name in which the
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shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.
The decision to conduct a virtual Meeting was made with the health and safety of the Company’s shareholders, employees, and community in mind. The Company intends to return to a traditional meeting format for its 2021 annual general meeting.
DATED at Vancouver, British Columbia, this 31[st] day of October, 2020.
By Order of the Board of Directors
(signed) “Jennifer Twiner McCarron” Jennifer Twiner McCarron Chief Executive Officer and Director
THUNDERBIRD ENTERTAINMENT GROUP INC.
123 West 7[th] Avenue Vancouver, British Columbia V5Y 1L8
INFORMATION CIRCULAR
(containing information as at October 31, 2020 unless indicated otherwise)
For the Annual General and Special Meeting to be held on Tuesday December 8, 2020
This management information circular (the “ Information Circular ”) is furnished in connection with the solicitation of proxies by the management of Thunderbird Entertainment Group Inc. (the “ Company ” or “ Thunderbird ”), for use at the annual general and special meeting (the “ Meeting ”), of the shareholders (“ Shareholders ”) of the Company, to be held on Tuesday December 8, 2020 at the time and for the purposes set forth in the accompanying notice of meeting and at any adjournment thereof. The enclosed instrument of proxy is solicited by management of the Company. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.
The Meeting will be held as a completely virtual meeting which will be conducted via live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information Shareholders will need to attend the meeting online is provided below.
VIRTUAL MEETING
ATTENDING AND VOTING AT THE MEETING
Registered Shareholders may vote at the Meeting by completing a ballot online during the Meeting, as further described below. See “How do I attend and participate at the Meeting?”.
Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest and view the webcast, but you will not be able to participate or vote. This is because the Company and its transfer agent do not have a record of the beneficial Shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you must follow all of the applicable instructions provided by your intermediary. See "Appointment of a Third Party as Proxy" and "How do I attend and participate at the Meeting?".
APPOINTMENT OF A THIRD PARTY AS PROXY
The following applies to Shareholders who wish to appoint a person (a “ third party proxyholder ”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.
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Shareholders who wish to appoint a third party proxyholder to attend, participate or vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third party proxyholder AND register the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to attend, participate or vote at the Meeting.
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Step 1: Submit your proxy or voting instruction form: To appoint a third party proxyholder, insert such person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a beneficial Shareholder located in the United States, you must also provide Odyssey with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.
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Step 2: Register your proxyholder: To register a proxyholder, Shareholders MUST send an email to [email protected] by 10:00 a.m. (Vancouver time) on Monday, December 7, 2020 and provide Odyssey with the required proxyholder contact information, amount of shares appointed, name in which the shares are registered if they are a registered Shareholder, or name of broker where the shares are held if a beneficial Shareholder, so that Odyssey may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting.
If you are a beneficial Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading "How do I attend and participate at the Meeting?".
LEGAL PROXY – US BENEFICIAL SHAREHOLDERS
If you are a beneficial Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under "How do I attend and participate at the Meeting?", you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from beneficial Shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to [email protected] and received by 10:00 a.m. (Vancouver time) on Monday, December 7, 2020.
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HOW DO I ATTEND AND PARTICIPATE AT THE MEETING?
The Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting (including for voting and asking questions at the Meeting), Shareholders must have a valid Username.
Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/237847124. Such persons may then enter the Meeting by clicking "I have a login" and entering a Username and Password before the start of the Meeting:
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Registered Shareholders: The control number located on the form of proxy (or in the email notification you received) is the Username. The Password to the Meeting is "TBRD2020" (case sensitive). If as a registered Shareholder you are using your control number to login to the Meeting and you have previously voted, you do not need to vote again when the polls open. By voting at the meeting, you will revoke your previous voting instructions received prior to voting cut-off.
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Duly appointed proxyholders: Odyssey will provide the proxyholder with a Username by e-mail after the voting deadline has passed. The Password to the Meeting is "TBRD2020" (case sensitive). Only registered Shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as a guest but not be able to participate or vote at the Meeting. Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting (including beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See “Appointment of a Third Party as Proxy”.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy are directors and/or officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM, HER OR IT ON HIS, HER OR ITS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER/ITS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT BY ONE OF THE FOLLOWING METHODS: (A) COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT TO ODYSSEY TRUST COMPANY BY FAX AT 1-800-517-4553, BY MAIL OR BY HAND DELIVERY TO SUITE 323 – 409 GRANVILLE ST., VANCOUVER, BRITISH COLUMBIA V6C 1T2; OR (B) LOG ON TO ODYSSEY’S WEBSITE AT WWW.ODYSSEYTRUST.COM/PROXY. SHAREHOLDERS MUST FOLLOW THE INSTRUCTIONS PROVIDED ON THE SITE AND REFER TO THE ENCLOSED PROXY FORM FOR THE HOLDER’S ACCOUNT NUMBER AND THE PROXY ACCESS NUMBER. PROXIES MUST BE RECEIVED BY ODYSSEY NOT LESS THAN 48 HOURS (EXCLUDING
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SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF.
The form of proxy must be signed and dated by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.
A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his, her or its attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar and Transfer Agent, Odyssey Trust Company, 323-409 Granville Street, Vancouver, British Columbia, V6C 1T2 or by email to [email protected], at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.
VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES
On any poll, the persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.
IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The form of proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting.
SOLICITATION OF PROXIES
At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.
In order to approve a motion proposed at the Meeting, a majority of greater than one-half of the votes cast will be required (an “ Ordinary Resolution ”) unless the motion requires a special resolution, in which case a majority of not less than two thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested shareholder approval, common shares (“ Common Shares ”) held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this
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Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.
Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the Common Shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Common Shares are voted.
The Company has provided this Information Circular and Notice of Meeting to intermediaries for distribution to non-objecting beneficial owners (usually referred to as NOBOs for Non-Objecting Beneficial Owners). The Company will not pay for an intermediary to deliver proxy related materials and voting instruction forms to objecting beneficial owners (called OBOs for Objecting Beneficial Owners). OBOs have objected to their intermediary disclosing ownership information about themselves to the Company. Accordingly, OBOs will not receive the materials unless their intermediary assumes the costs of delivery.
The Company is not relying on the “notice-and-access” delivery procedures outlined in National Instrument 54-101 to distribute copies of the proxy related materials in connection with the Meeting.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number of Series A Preferred Shares. The Common Shares are the only class of voting shares. As at November 3, 2020 (the “ Record Date ”), the Company had 48,128,817 Common Shares issued and outstanding, each share carrying the right to one vote.
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Any Shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s shares voted at the Meeting or adjournment thereof.
To the best of the knowledge of the directors and senior officers of the Company, as at October 31, 2020 the following are the only persons who beneficially own, directly or indirectly, or exercise control or direction over, voting securities carrying more than 10% of the voting rights attached to the voting securities of the Company:
| Name | No. of Voting Securities | Percentage of Voting Securities |
|---|---|---|
| Frank Giustra | 7,747,434(1) | 16.1%(2) |
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(1) Of these Common Shares, 5,292,963 are held indirectly through The Radcliffe Foundation over which Frank Giustra has control but not beneficial ownership; 625,000 are held indirectly through Fiore Financial Corporation over which Frank Giustra has control and beneficial ownership; 1,476,471 are indirectly held through Radcliffe Corporation, over which Frank Giustra has control and beneficial ownership; and 353,000 are held directly by Frank Giustra.
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(2) Based on 48,128,817 shares issued and outstanding.
STATEMENT OF EXECUTIVE COMPENSATON
For the purpose of this Information Circular:
“ CEO ” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;
“ CFO ” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;
“ closing market price ” means the price at which the Company’s security was last sold, on the applicable date,
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(a) in the security’s principal marketplace in Canada, or
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(b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace;
“ company ” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;
“ equity incentive plan ” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS2 Share-based Payment ;
“ grant date ” means a date determined for financial statement reporting purposes under IFRS2 Share-based Payment ;
“ incentive plan ” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;
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“ incentive plan award ” means compensation awarded, earned, paid, or payable under an incentive plan;
“ NEO ” or “ Named Executive Officer ” means each of the following individuals:
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(a) a CEO;
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(b) a CFO;
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(c) the most highly compensated executive officer or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and
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(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;
“ NI 52-107 ” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency ;
“ non-equity incentive plan ” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;
“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;
“ plan ” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;
“ replacement grant ” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;
“ repricing ” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option; and
“ share-based award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features.
Named Executive Officers
In accordance with the provisions of applicable securities legislation, the Company had three “Named Executive Officers” during the financial year ended June 30, 2020, being Jennifer Twiner McCarron, CEO, Barbara Harwood, CFO, and Mark Miller, President.
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Oversight and Description of Director and Named Executive Officer Compensation
The Company’s process for determining executive compensation is very simple. In particular, the Company relies solely on board discussion within the Compensation and Governance Committee and at the full Board of Directors without any formal objectives, criteria and analysis.
Through its executive compensation practices, the Company seeks to provide value to its Shareholders through a strong executive leadership. Specifically, the Company’s executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company’s strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company’s success, and align the interests of the Company’s executives and Shareholders by motivating executives to increase Shareholder value.
In determining executive compensation, the Company relies solely on the experience and knowledge of the Board of Directors in terms of appropriate compensation for executive officers with similar abilities and experience.
The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies and the Board of Directors do not believe that the Company’s compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.
Upon recommendation of the Compensation and Governance Committee, the Board of Directors approved a compensation policy for its independent members, to be effective February 1, 2020 and renewable annually unless amended or replaced, as follows:
| Annual Fee(1) | CAD $40,000 |
|---|---|
| Annual Fee(1) – Audit Committee Chair (Wieshofer) |
USD $37,500 |
| Annual Fee(1)– Lead Director (Wieshofer) |
USD $75,000 |
| Annual Fee(1) – Committee Chairs (other than Audit Committee) | CAD $10,000 |
| Per meeting fee: | CAD $1,000 |
Note:
(1) All annual fees to be pro-rated for Board members or Committee Chairs appointed mid-year.
In addition to cash compensation, independent members of the Board of Directors shall, from time to time, be entitled from to receive incentive stock options or other forms of equity compensation as may be determined by the Board of Directors and as recommended by the Compensation and Governance Committee of the Board of Directors.
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Option Based Awards
The Company has in effect a stock option plan (the “ Stock Option Plan ”) in order to provide effective incentives to directors, officers and senior management personnel and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. The Company has no equity compensation plans other than the Stock Option Plan. The Stock Option Plan is an important part of the Company’s long-term incentive strategy for its executive officers. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and Shareholder value. The size of stock option grants to officers is dependent on each officer’s level of responsibility, authority and importance to the Company and the degree to which such executive officer’s long term contribution to the Company will be key to its long-term success. Previous grants of stock options are taken into account when considering new grants.
The Stock Option Plan is administered by the Board of Directors or the Compensation Committee established by the Board of Directors for the purpose of administering the Stock Option Plan. At the present time, option grants are approved by either the Board of Directors or the Compensation and Corporate Governance Committee. It is the responsibility of the granting party to determine:
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(a) persons entitled to receive the option grant;
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(b) the number of options to be granted;
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(c) the exercise price, which shall not be less than market price for the Company’s Common Shares at the date of grant;
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(d) an expiry date of no more than ten (10) years after the date of the grant; and
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(e) the manner, if any, in which the option shall vest and become exercisable.
Under the Stock Option Plan, the number of common shares reserved for issuance pursuant to the exercise of stock options is equal to 10% of the issued common shares of the Company from time to time. For further details of the Stock Option Plan, please refer to the heading “Particulars of Other Matters to be Acted Upon – Re-Approval of Stock Option Plan”.
Use of Financial Instruments
The Company does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument.
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Director and Named Executive Officer Compensation
The following table sets out certain information respecting the compensation paid to each director and Named Executive Officer of the Company for the financial years ended June 30, 2020 and 2019:
| Name and Position | Year | Salary, consulting fee, retainer or commission ($) |
Bonus ($) |
Committee or meeting fees ($) |
Value of perquisites ($) |
Value of all other compensation ($) |
Total compensation ($) |
|---|---|---|---|---|---|---|---|
| Jennifer Twiner McCarron Chief Executive Officer, Director |
2020 | 417,213 | 360,000 | Nil | Nil | Nil | 777,213 |
| 2019 | 403,640 | 100,000 | Nil | Nil | Nil | 503,640 | |
| Barb Harwood Chief Financial Officer |
2020 | 315,546 | Nil | Nil | Nil | Nil | 315,546 |
| 2019 | 290,627 | 100,000 | Nil | Nil | Nil | 390,627 | |
| Mark Miller President, Director |
2020 | 350,949 | 401,326 | Nil | Nil | Nil | 751,326 |
| 2019 | 333,333 | 66,746 | Nil | Nil | Nil | 400,079 | |
| Ivan Fecan Former Executive Chair and Director(1) |
2020 | 115,621 | Nil | Nil | Nil | Nil | 115,621 |
| 2019 | 500,736 | Nil | Nil | Nil | Nil | 500,736 | |
| Brian Paes-Braga Chair and Director(2) |
2020 | 157,501 | Nil | 39,930 | Nil | Nil | 197,431 |
| 2019 | Nil | Nil | 34,000 | Nil | Nil | 34,000 | |
| Marni Wieshofer Lead Director(3) |
2020 | Nil | Nil | 82,449 | Nil | Nil | 82,449 |
| 2019 | n/a | n/a | n/a | n/a | n/a | n/a | |
| Tim Gamble Vice Chair and Director |
2020 | 150,000 | Nil | Nil | Nil | 112,500 | 262,500 |
| 2019 | 225,522 | Nil | Nil | Nil | 337,544 | 563,066 | |
| Frank Giustra Director |
2020 | Nil | Nil | 54,653 | Nil | 54,653 | |
| 2019 | Nil | Nil | 51,250 | Nil | Nil | 51,250 | |
| Frank Holmes Director |
2020 | Nil | Nil | 56,750 | Nil | Nil | 56,750 |
| 2019 | Nil | Nil | 55,438 | Nil | Nil | 55,438 | |
| Azim Jamal Director |
2020 | Nil | Nil | 46,000 | Nil | Nil | 46,000 |
| 2019 | Nil | Nil | 33,000 | Nil | Nil | 33,000 | |
| Paul Sparkes Director |
2020 | Nil | Nil | 58,000 | Nil | Nil | 58,000 |
| 2019 | Nil | Nil | 52,000 | Nil | Nil | 52,000 | |
| Francesco Aquilini(4) Director |
2020 | Nil | Nil | 18,742 | Nil | Nil | 18,742 |
| 2019 | Nil | Nil | 39,000 | Nil | Nil | 39,000 |
(1) Mr. Fecan resigned as Executive Chair and Director on September 23, 2019.
(2) Mr. Paes-Braga was appointed Chair on September 25, 2019.
(3) Ms. Wieshofer was appointed Lead Director on December 16, 2020.
(4) Mr. Francesco Aquilini resigned as Director on December 10, 2019.
Stock Options and Other Compensation Securities
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly, to the Company are set out below:
| Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended June 30, 2020 for services provided or to be provided, directly or indirectly,tothe Company are setoutbelow: |
|---|---|---|---|---|---|---|---|
| Compensation Securities | |||||||
| Name and Position |
Type of compensati on security |
Number of compensation securities, number of underlying securities, and percentage of class |
Date of issue or grant |
Issue, conversion or exercise price ($) |
Closing price of security or underlying security on date of grant ($) |
Closing price of security or underlying security at year end(1) ($) |
Expiry date |
| Marni Wieshofer Lead Director |
Options | 250,000 | Dec 10, 2019 |
1.32 | 1.32 | 1.30 | Dec 10, 2026 |
Notes:
(1) Reflects the closing price of the common shares of the Company on the TSX Venture Exchange on June 30, 2020
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(2) Each option entitles the holder to acquire one common share of the Company upon exercise. The options vest ¼ on the date of grant and ¼ on each of the first, second and third anniversaries.
Exercise of Compensation Securities
During the financial year ended June 30, 2020 none of the directors or Named Executive Officers of the Company exercised any compensation securities of the Company.
Stock Option Plans and other Incentive Plans
See the disclosure below under the heading “Particular of Other Matters to be Acted Upon – ReApproval of Stock Option Plan” for a description of the Company’s stock option plan.
Employment, Consulting and Management Agreements
The following is a summary of the materials terms of the employment agreements between the Company and each of the directors or Named Executive Officers under which compensation was provided during or is payable in respect of the financial year ended June 30, 2020.
Jennifer Twiner McCarron, Chief Executive Officer
Thunderbird and Ms. Twiner McCarron are parties to an employment agreement dated June 19, 2018. The agreement provides for a signing bonus of $100,000, a base salary of $400,000 per year and the payment of an annual bonus based on the amount by which Thunderbird’s earnings in the applicable fiscal year exceed a specified amount. For the financial year ending June 30, 2020 and any subsequent year end, any such bonus is payable as to 66.67% in cash and as to 33.33% in Common Shares of Thunderbird.
Ms. Twiner McCarron is entitled to be granted options to acquire shares of Thunderbird as determined by the Board of Directors from time to time and in accordance with Thunderbird’s existing stock option plan. Ms. Twiner McCarron and her dependents are entitled to the same employee benefits generally provided by Thunderbird to its senior executives.
Thunderbird may terminate Ms. Twiner McCarron’s employment at any time without prior notice, pay in lieu of notice or severance compensation if Thunderbird has just cause for such termination.
Ms. Twiner McCarron may terminate her employment by giving Thunderbird no less than three months’ written notice of termination and under such circumstances Thunderbird is not required to pay Ms. Twiner McCarron any additional compensation beyond that accrued due and owing as of the effective date of termination.
Thunderbird may terminate Ms. Twiner McCarron’s employment without just cause and upon such termination must pay an amount equal to (i) Ms. Twiner McCarron’s then current base salary plus (ii) the amount of the bonus Ms. Twiner McCarron would have earned during the twelve months following the termination date (a “ without cause termination bonus ”). The without cause termination bonus will be the greater of (A) the bonus earned by Ms. Twiner McCarron during the calendar year prior to the termination date, and (B) the amount of the projected bonus Ms. Twiner McCarron would have earned over the twelve months following the termination date, had such termination not occurred.
If Ms. Twiner McCarron’s employment is terminated within 12 months after a change of control (defined as including the sale of all substantially all of the assets of Thunderbird, the acquisition
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by any person of shares of Thunderbird exceeding 51% of the then issued and outstanding shares of Thunderbird, the amalgamation or merger of Thunderbird with another entity other than an amalgamation or merger where the existing Shareholders of Thunderbird will hold more than 51% of the shares of the amalgamated entity, or a change in the majority of the directors of Thunderbird to persons not included in the slate for election as directors proposed by management), Ms. Twiner McCarron is entitled to an amount equal to (i) one and one-half times Ms. Twiner McCarron’s then current base salary plus (ii) one and one-half times the bonus Ms. Twiner McCarron would have earned during the twelve months following the termination date (a “change of control termination bonus”). The change of control termination bonus is one and one-half times the greater of (A) the bonus earned by Ms. Twiner McCarron during the calendar year prior to the termination date, and (B) the amount of the projected bonus Ms. Twiner McCarron would have earned over the twelve months following the termination date, had such termination not occurred.
Barb Harwood, Chief Financial Officer
Thunderbird and Ms. Harwood are parties to an employment agreement dated June 1, 2015. The agreement provides for a base salary of $300,000 per year and the payment of an annual bonus at the discretion of the Board of Directors. Eligibility to receive any bonus is based on factors including, but not limited to, Thunderbird’s financial performance, Ms. Harwood’s performance and the achievement of objectives set from time to time by the directors.
Ms. Harwood is entitled to be granted options to acquire shares of Thunderbird as determined by the Board of Directors from time to time and in accordance with Thunderbird’s existing stock option plan. Ms. Harwood and her dependents are entitled to employee benefits generally provided by Thunderbird to full time salaried employees.
The provisions of Ms. Harwood’s employment agreement (the “Employment Agreement”) relating to termination for cause, or without cause, by Thunderbird, termination by Ms. Harwood upon notice to Thunderbird, and termination of Ms. Harwood’s employment following a change of control of Thunderbird are equivalent to those described above regarding Ms. Twiner McCarron, provided that in the event of a termination without just cause, Ms. Harwood will received a without just cause termination bonus equal to one and one half times her salary and anticipated bonus. If the termination. without just cause occurs within one year of a change of control (as defined in the Employment Agreement) the multiple will be increased to two times her annual salary and anticipated bonus. Ms. Harwood must provide three months’ written notice to Thunderbird should she determine to terminate the employment agreement.
Mark Miller, President
Great Pacific Media Inc., a wholly owned subsidiary of the Company and Mr. Miller are parties to an employment agreement dated January 1, 2015 and amended January 5, 2018, pursuant to which Mr. Miller provides his services as CEO to Great Pacific Media Inc. and as President to the Company. The agreement, as amended, provides for a base salary of $350,000 per year and the payment of an annual bonus based on the amount by which the earnings of Great Pacific Media Inc. in the applicable year exceed a specified amount.
Mr. Miller is entitled to be granted options to acquire shares of Thunderbird as determined by the Board of Directors from time to time and in accordance with Thunderbird’s existing stock option plan. Mr. Miller and his dependents are entitled to employee benefits generally provided by Thunderbird to full time salaried employees.
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Thunderbird may terminate Mr. Miller’s employment without just cause and upon such termination must pay an amount equal to (i) one and one-half times Mr. Miller’s then current base salary plus (ii) one and one-half times the amount of the bonus Mr. Miller would have earned during the twelve months following the termination date (a “ without cause termination bonus ”). The without cause termination bonus will be the greater of (A) the bonus earned by Mr. Miller during the calendar year prior to the termination date, and (B) the amount of the projected bonus Mr. Miller would have earned over the twelve months following the termination date, had such termination not occurred.
Brian Paes-Braga, Chair
Mr. Paes-Braga receives $40,000 per annum in his capacity as a member of the Board of Directors of Thunderbird, and a further $210,000 in the form of consulting fees.
Mr. Paes-Braga is entitled to be granted options to acquire shares of Thunderbird as determined by the Board of Directors from time to time and in accordance with Thunderbird’s existing stock option plan.
Pension Plan Benefits
No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
Other than “routine indebtedness” as defined in applicable securities legislation, since the beginning of the last fiscal year of the Company, none of the executive officers, directors or employees or any former executive officers, directors or employees of the Company or any proposed nominee for election as a director of the Company or any of their respective associates is or has been indebted to the Company or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as otherwise disclosed herein, none of:
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(a) the directors or senior officers of the Company at any time since July 1, 2019;
-
(b) the proposed nominees for election as a Director of the Company; or
-
(c) any associate or affiliate of the foregoing persons,
has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the appointment of auditors.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
For purposes of the following discussion, “ Informed Person ” means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially
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owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.
Except as disclosed below, elsewhere herein or in the Notes to the Company’s financial statements for the financial year ended June 30, 2020, none of:
-
(a) the Informed Persons of the Company;
-
(b) the proposed nominees for election as a Director of the Company; or
-
(c) any associate or affiliate of the foregoing persons,
has any material interest, direct or indirect, in any transaction since July 1, 2019 or in a proposed transaction which has materially affected or would materially affect the Company.
FINANCIAL STATEMENTS
The audited financial statements of the Company for the financial year ended June 30, 2020 (the “ Financial Statements ”), together with the auditor’s report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the auditor’s report thereon together with management discussion and analysis for the financial year ended June 30, 2020 are available on SEDAR at www.sedar.com. The Notice of Meeting, Information Circular, Request for Financial Statements (NI 51-102) and form of Proxy will be available from the Company’s Registrar and Transfer Agent, Odyssey Trust Company, 323-409 Granville Street, Vancouver, British Columbia, V6C 1T2, or from the Company’s head office located at 123 West 7th Avenue, Vancouver, British Columbia V5Y 0M6.
REQUEST FOR FINANCIAL STATEMENTS
National Instrument 51-102 “Continuous Disclosure Obligations” sets out the procedures for a Shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered Shareholders must also provide written instructions in order to receive the financial statements.
FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS
The persons named in the enclosed form of proxy intend to vote in favour of fixing the number of directors at nine (9). Management has nominated nine (9) directors to stand for election. Each director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders unless his or her successor is duly elected or until his or her resignation as a director.
In the absence of instructions to the contrary, the shares represented by proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.
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INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT
The following table sets out the names of the persons proposed to be nominated by Management for election as a director, the province or state and country in which each of them is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which each of them has been a director of the Company, their respective principal occupations or employment during the past five years and the number of Common Shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular.
The nominees for the office of director and information concerning them as of October 31, 2020 as furnished by the individual nominees are as follows:
| Name, Province and Country of Ordinary Residence and Positions Held with the Company |
Principal Occupation(1) | Date First Became a Director |
No. of Voting Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1) |
|---|---|---|---|
| Frank Giustra British Columbia, Canada Director |
President and Chief Executive Officer of Fiore Financial Corporation, a private firm managing a broad portfolio of private equity investments and companies; sits on the boards of Elevate Social Businesses, and International Crisis Group. |
October 1, 2018 | 7,747,434(2) |
| Tim Gamble British Columbia, Canada Director |
Vice Chair of Thunderbird Entertainment Group Inc. |
October 1, 2018 | 1,438,889 |
| Frank Edward Holmes Texas, USA Director |
Chief Executive Officer and Chief Investment Officer of U.S. Global Investors |
October 1, 2018 | 1,181,470(3) |
| Azim Jamal British Columbia, Canada Director |
Chief Executive Officer, Pacific Reach Seniors Housing Management |
October 30, 2018 | 2,969,706 |
| Jennifer Twiner McCarron British Columbia, Canada Director |
Director and CEO of Thunderbird Entertainment Group Inc.; prior thereto, Director of Youth Media Alliance; CEO of Atomic Cartoons Inc. |
October 1, 2018 | 40,000 |
| Mark Miller British Columbia, Canada Director |
Director and President of Thunderbird Entertainment Group Inc., CEO of Great Pacific Media Inc. |
October 1, 2018 | 2,015,000 |
| Brian Paes-Braga London, England Chair and Director |
Chair of the Company since September, 2019; prior thereto, former director, President and CEO of Lithium X Energy Corp. |
October 1, 2018 | 3,781,110 |
| Paul Sparkes Ontario, Canada Director |
Corporate director and President of Otterbury Holdings Inc., a corporation advising growth entities in private and public markets |
October 1, 2018 | 44,188 |
| Marni Wieshofer California, USA Lead Director |
Corporate Director of Hycroft Mining Holding Corporation; former Managing Director and Head of Media, Houlihan Lokey, a global investment bank based in Los Angeles; sits on the Board of Film2Future |
December 16, 2019 | Nil |
(1) Based on information provided by the directors themselves.
(2) Of these Common Shares, 5,292,963 are held indirectly through The Radcliffe Foundation over which Frank Giustra has control but not beneficial ownership; 625,000 are held indirectly through Fiore Financial Corporation over which Frank Giustra has control and beneficial ownership; 1,476,471 are indirectly held through Radcliffe Corporation, over which Frank Giustra has control and beneficial ownership; and 353,000 are held directly by Frank Giustra.
(3) Of these common shares, 1,176,470 are held indirectly through US Global Investors (Canada) Limited over which Mr. Holmes has control but not beneficial ownership; and 5,000 are held directly by Mr. Holmes.
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Frank Holmes, Brian Paes-Braga, Paul Sparkes and Marni Wieshofer are members of the Company’s Audit Committee. Frank Giustra, Frank Holmes, Paul Sparkes and Marni Wieshofer are members of the Company’s Compensation and Governance Committee. The Company does not currently have an Executive Committee of its Board of Directors.
CEASE TRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS
No proposed director (including any personal holding company of a proposed director):
-
(1) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
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(a) was the subject of a cease trade order (including a management cease trade order which applies to directors or executive officers), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (collectively an “ order ”), that was issued while such person was acting in the capacity as director, chief executive officer or chief financial officer; or
-
(b) was subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer;
-
(2) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
-
(3) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
-
(4) has been subject to:
-
(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which
17
would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or
- (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
AUDIT COMMITTEE DISCLOSURE
The Audit Committee Charter and the disclosure required by Form 52-110F2 are attached hereto as Schedule ”A”. The Audit Committee monitors the integrity of internal controls and monitors the business conduct of the Company. The committee reviews matters on a quarterly basis, relating to the financial position of the Company in order to provide reasonable assurances that the Company is in compliance with applicable laws and regulations, is conducting its affairs ethically and that effective internal controls and information systems are maintained.
CORPORATE GOVERNANCE
The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule ”B”.
APPOINTMENT AND REMUNERATION OF AUDITORS
Shareholders will be asked to approve the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia as the auditor for the Company, to hold office until the next annual general meeting of the Shareholders at a remuneration to be fixed by the Board of Directors. PricewaterhouseCoopers LLP were first appointed as the auditor for the Company in November, 2018.
Management recommends the appointment of PricewaterhouseCoopers LLP and the persons named in the enclosed form of Proxy intend to vote in favour of such appointment.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Re-Approval of Stock Option Plan
At last year’s annual general meeting, the Shareholders approved the Company’s 10% “rolling” Stock Option Plan which had been adopted by the Board of Directors on November 1, 2016. Shareholders will be asked to pass an Ordinary Resolution re-approving the Stock Option Plan. Some of the key provisions of the Stock Option Plan are as follows:
-
(a) the Stock Option Plan reserves, for issuance pursuant to the exercise of stock options, a maximum number of Common Shares of the Company equal to up to a maximum of 10% of the issued Common Shares of the Company at the time of any stock option grant;
-
(b) an Optionee must either be an Eligible Charitable Organization or a Director (which term includes a senior officer), Employee or Consultant of the Company at the time the option is granted in order to be eligible for the grant of a stock option to the optionee;
-
(c) the aggregate number of options granted to any one Person (and companies wholly owned by that Person) in a 12 month period must not exceed 5% of the issued Common Shares of the Company calculated on the date an option is granted to the Person (unless the Company has obtained the requisite Disinterested Shareholder Approval);
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-
(d) the aggregate number of options granted to any one Consultant in a 12 month period must not exceed 2% of the issued Common Shares of the Company, calculated at the date an option is granted to the Consultant;
-
(e) the aggregate number of options granted to all Persons retained to provide Investor Relations Activities must not exceed 2% of the issued Common Shares of the Company in any 12 month period, calculated at the date an option is granted to any such Person;
-
(f) options issued to Persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3 month period;
-
(g) the minimum exercise price per Common Share of a stock option must not be less than the Market Price of the Common Shares of the Company, subject to a minimum exercise price of $0.05;
-
(h) options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a “blackout period” (see (o) below);
-
(i) stock options (other than options held by a person involved in investor relations activities) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a “reasonable period” after the optionee ceases to serve in such capacity, as determined by the board of directors of the Company. Stock options granted to persons involved in Investor Relations Activities will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a “reasonable period” after the optionee ceases to serve in such capacity, as determined by the board of directors of the Company;
-
(j) all options are non-assignable and non-transferable;
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(k) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a stock option if the optionee is an Insider of the Company at the time of the proposed amendment;
-
(l) the Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the Common Shares;
-
(m) upon the occurrence of an Accelerated Vesting Event (as defined in the Stock Option Plan), the Board will have the power, at its sole discretion and without being required to obtain the approval of Shareholders or the holder of any stock option, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction
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constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Stock Option Plan be final, conclusive and binding;
-
(n) in connection with the exercise of an option, as a condition to such exercise the Company shall require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option; and
-
(o) an option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Company prohibits optionees from exercising their options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Company pursuant to its internal trading policies; and (ii) must expire upon the general disclosure of undisclosed Material Information; and (b) the automatic extension of an optionee’s option will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company’s securities.
“Consultant”, “Director”, “Disinterested Shareholder Approval”, “Eligible Charitable Organization”, “Employee”, “Investor Relations Activities”, “Management Company Employee”, “Market Price”, “Material Information”, “Person” and “Securities Laws” all have the same definition as in the policies of the TSX Venture Exchange.
Management recommends, and the persons named in the enclosed form of Proxy intend to vote in favour of, the re- approval of the Stock Option Plan.
The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting in person or by proxy must be voted in favour of the resolution.
“BE IT RESOLVED THAT the Company’s Stock Option Plan dated November 1, 2016, be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable.”
OTHER MATTERS
As of the date of this information circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.
ADDITIONAL INFORMATION
Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite 123 West 7th Avenue, Vancouver, British Columbia V5Y 0M6 telephone 604.683.3555 and such documents will be sent by mail or electronically by email as may be specified at the time of the request.
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DIRECTOR APPROVAL
The contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.
DATED at Vancouver, British Columbia, this 31[st] day of October, 2020.
(signed) “ Jennifer Twiner McCarron ” Jennifer Twiner McCarron Chief Executive Officer and Director
SCHEDULE “A” THUNDERBIRD ENTERTAINMENT GROUP INC.
FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE
AUDIT COMMITTEE’S CHARTER
Mandate
The Audit Committee (the “ Committee ”) will assist the Board of Directors (the “ Board ”) of Thunderbird Entertainment Group Inc. (“ Thunderbird ”) in fulfilling its financial oversight responsibilities by reviewing the financial reporting process, the system of internal control and the audit process.
Composition
The Committee shall be comprised of at least three members. Each member must be a director of Thunderbird. A majority of the members of the Committee shall not be officers or employees of Thunderbird or of an affiliate of Thunderbird. At least one member of the Committee shall be financially literate. All members of the Committee who are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the term “financially literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Thunderbird’s financial statements.
The members of the Committee shall be appointed by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. The Chair shall be financially literate and an “independent director” as defined in National Instrument 52-110 Audit Committees.
Meetings
Meetings of the Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly. Unless all members are present and waive notice, or those absent waive notice before or after a meeting, the Chairman will give Committee members 24 hours’ advance notice of each meeting and the matters to be discussed at it. Notice may be given personally, by telephone, facsimile or email.
The external auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning Thunderbird’s annual financial statements and, if the Committee feels it is necessary or appropriate, at any other meeting. On request by the external auditor, the Chair shall call a meeting of the Committee to consider any matter that the external auditor believes should be brought to the attention of the Committee, the Board or the shareholders of Thunderbird.
At each meeting of the Committee, a quorum shall consist of a majority of members that are not officers or employees of Thunderbird or of an affiliate of Thunderbird. A member may participate in a meeting of the Committee in person or by telephone if all members participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A member may participate in a meeting of the Committee by a communications medium other than telephone if all members participating in the meeting, whether
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in person or by telephone or other communications medium, are able to communicate with each other and if all members who wish to participate in the meeting agree to such participation.
A resolution of the Committee may be passed without a meeting if each of the directors who are members of the Committee consents to such resolution in writing. A consent in writing is effective the date stated therein and is deemed to be a valid and effective proceeding at a meeting of the Committee and to be as valid and effective as if it had been passed at a Meeting of the Committee.
As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the external auditor to discuss any matters that the Committee or any of these groups believes would be appropriate to discuss privately. In addition, the Committee should meet with the external auditor and management annually to review Thunderbird’s financial statements.
The Committee may invite to its meetings any director, any manager of Thunderbird, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.
Responsibilities and Duties
Financial Accounting and Reporting Process and Internal Controls
The Committee is responsible for reviewing Thunderbird’s financial accounting and reporting process and system of internal control. The Committee shall:
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(a) Review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable generally accepted accounting principles and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review the interim financial statements.
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(b) With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the external auditors and have meetings with Thunderbird’s auditors without management present, as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
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(c) Review any internal control reports prepared by management and the evaluation of such report by the external auditors, together with management’s response.
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(d) Review and satisfy itself that adequate procedures are in place for the review of Thunderbird’s public disclosure of financial information extracted or derived from Thunderbird’s financial statements, management’s discussion and analysis and interim earnings press releases, and periodically assess the adequacy of these procedures.
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(e) Review management’s discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws, before Thunderbird publicly discloses this information.
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(f) Meet no less frequently than annually with the external auditors and the Chief Financial Officer to review accounting practices, internal controls and such other matters as the Committee or Chief Financial Officer deem appropriate.
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(g) Inquire of management and the external auditors about significant financial risks or exposures, both internal and external, to which Thunderbird may be subject, and assess the steps management has taken to minimize such risks.
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(h) Review the post-audit or management letter containing the recommendations of the external auditors and management’s response and subsequent follow-up to any identified weaknesses.
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(i) Establish procedures for:
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(i) the receipt, retention and treatment of complaints received by Thunderbird regarding accounting, internal accounting controls or auditing matters; and
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(ii) the confidential, anonymous submission by employees or consultants of Thunderbird of concerns regarding questionable accounting or auditing matters.
Audit
External Auditor
The Committee has primary responsibility for the selection, appointment, dismissal and compensation and oversight of the external auditors, subject to the overall approval of the Board. In carrying out this duty, the Committee shall:
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(a) Require the external auditor to report directly to the Committee.
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(b) Recommend to the Board the external auditor to be nominated at the annual general meeting for appointment as the external auditor for the ensuing year and the compensation for the external auditors, or, if applicable, the replacement of the external auditor.
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(c) Review, annually, the performance of the external auditor.
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(d)
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Review and confirm the independence of the external auditor.
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(e) Review and approve Thunderbird’s hiring policies regarding partners, employees and former partners and employees of the external auditor and former independent external auditor of Thunderbird.
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(f) Pre-approve all non-audit services to be provided to Thunderbird or its subsidiaries by Thunderbird’s external auditor.
Audit and Review Process and Results
The Committee is directly responsible for overseeing the work by the external auditor (including resolution of disagreements between management and the external auditor regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or performing other audit or review services for Thunderbird. The Committee shall:
- (a) Review the external auditors’ audit plan, including the scope, procedures and timing of the audit.
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(b) Review the results of the annual audit with the external auditors, including matters related to the conduct of the audit.
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(c) Obtain timely reports from the external auditors describing critical accounting policies and practices, alternative treatments of information with GAAP that were discussed with management, their ramifications, and the external auditors’ preferred treatment.
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(d) Ensure that all material written communications between Thunderbird and the external auditors are sent to the Committee.
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(e) Review fees paid by Thunderbird to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.
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(f) Review and approve Thunderbird’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of Thunderbird.
Other Duties
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(a) Perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable regulatory authorities or legislation.
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(b) Report regularly and on a timely basis to the Board on matters coming before the Committee.
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(c) Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Authority
The Committee is authorized to:
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(a) to seek any information it requires from any employee of Thunderbird in order to perform its duties;
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(b) to engage, at Thunderbird’s expense, independent legal counsel or other professional advisors on any matter within the scope of the role and duties of the Committee under this Charter;
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(c) to set and pay the compensation for any advisors engaged by the Committee; and
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(d) to communicate directly with the internal and external auditors of Thunderbird.
This Charter supersedes and replaces all prior charters and other terms of reference pertaining to the Committee.
ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE
The current members of the Audit Committee are Brian Paes-Braga, Frank Holmes, Paul Sparkes and Marni Wieshofer. Messrs. Holmes and Sparkes and Ms. Wieshofer are “independent” as such term is defined in Multilateral Instrument 52-110 (the “ Instrument ”) of the Canadian Securities Administrators. Mr. Paes-Braga, by virtue of his position as Chair of the Company, is not “independent”.
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ITEM 3: RELEVANT EDUCATION AND EXPERIENCE
The members of the Company’s Audit Committee have primarily gained their financial education and experience through their participation in the management of other private and publicly traded companies. All of the members consider themselves “financially literate” as such term is defined in the Instrument, meaning that they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can be reasonably expected to be raised by the Company’s financial statements.
Please see the information set out under the heading “ Information Concerning Nominees Submitted by Management ” in the accompanying Management Information Circular for a description of the experience of each of the members of the Audit Committee.
ITEM 4: AUDIT COMMITTEE OVERSIGHT
At no time since July 1, 2019 was a recommendation of the Committee to nominate or compensate an external auditor (currently, PricewaterhouseCoopers LLP, Chartered Professional Accountants) not adopted by the Board.
ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS
At no time since July 1, 2019 has the Company relied on the exemptions contained in sections 2.4 or 8 of the Instrument. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of the Instrument, in whole or in part.
ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES
Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of the Instrument, the engagement of nonaudit services is considered by the Company’s Board of Directors, and where applicable by the Audit Committee, on a case by case basis.
ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)
The aggregate fees invoiced to the Company by the external auditor in each of the last two fiscal years are as follows:
| Financial Year Ending |
Audit Fees | Audit Related Fees |
Tax Fees | All Other Fees | Total Fees | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30-Jun-20 | $217,153 | Nil | $139,862 | Nil | $357,015 | ||||||
| 30-Jun-19 | $351,635 | $28,918 | $327,211 | $87,440 | $795,205 |
ITEM 8: EXEMPTION
In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of the Instrument with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of the Instrument.
SCHEDULE “B” THUNDERBIRD ENTERTAINMENT GROUP INC.
CORPORATE GOVERNANCE
Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices the Company is required to and hereby discloses its corporate governance practices as follows.
ITEM 1. BOARD OF DIRECTORS
The Board of Directors of the Company facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.
Tim Gamble is an executive officer of the Company and is not “independent.”
Frank Giustra is “independent” in that he is free from any direct or indirect material relationship with the Company.
Frank Holmes is “independent” in that he is free from any direct or indirect material relationship with the Company.
Azim Jamal is “independent” in that he is free from any direct or indirect material relationship with the Company.
Mark Miller is an executive officer of the Company and is not “independent.”
Brian Paes-Braga is an executive officer of the Company and is not “independent.”
Paul Sparkes is “independent” in that he is free from any direct or indirect material relationship with the Company.
Jennifer Twiner McCarron is an executive officer of the Company and is not “independent.”
Marni Wieshofer is “independent” in that she is free from any direct or indirect material relationship with the Company.
A material relationship is a relationship which could, in the view of the Company’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgment.
ITEM 2. DIRECTORSHIPS
The directors of the Company, and the proposed nominees for director, are currently directors of the following other reporting issuers.
| Name of Director Frank Giustra Frank Holmes |
Name of Reporting Issuer CruzSur Energy Corp. Leagold Mining Corporation Goldspot Discoveries Corp. Hive Blockchain Technologies Ltd. U.S. Global Investors |
|---|---|
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Name of Director Name of Reporting Issuer Azim Jamal Alignvest Acquisition II Corporation Brian Paes-Braga DeepGreen Metals Inc. Paul Sparkes Antler Gold Inc. Bluedrop Performance Learning Inc. Invictus MD Strategies Corp. Marni Wieshofer Hycroft Mining Holding Corporation
ITEM 3. ORIENTATION AND CONTINUING EDUCATION
The Board of Directors of the Company briefs all new directors with the policies of the Board of Directors, and other relevant corporate and business information.
ITEM 4. ETHICAL BUSINESS CONDUCT
The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.
Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the Shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.
ITEM 5. NOMINATION OF DIRECTORS
The Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the Shareholders.
New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.
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ITEM 6. COMPENSATION
The Board of Directors conducts reviews with regard to directors’ and officers’ compensation once a year. In determining executive compensation, the Board of Directors relies solely on the experience and knowledge of its members in terms of appropriate compensation for executive officers with similar abilities and experience.
ITEM 7. OTHER BOARD COMMITTEES
The Board of Directors has no other committees other than the Audit Committee and the Compensation and Corporate Governance Committee.
ITEM 8. ASSESSMENTS
The Board of Directors monitors the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and committees.