Thunderbird Entertainment Group — AGM Information 2023

Feb 2, 2023

THUNDERBIRD ENTERTAINMENT GROUP INC.

123 West 7[th] Ave Vancouver, British Columbia V5Y 1L8

NOTICE OF ANNUAL GENERAL AND SPECIAL 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 in a hybrid format on March 6, 2023 at 2:00 p.m. (Vancouver time) at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 and via live audio webcast at https://web.lumiagm.com/294-662-795 (password: Thunderbird2023) where shareholders may attend and participate in the Meeting for the following purposes:

1. to receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2022, and the auditor’s report thereon;

2. to fix the number of directors for the ensuing year at six (6);

3. to elect the six (6) directors for the ensuing year;

4. to re-approve the Company’s existing stock option plan, as more particularly described under the heading “ Particulars of Other Matters to be Acted Upon – Re-Approval of the Stock Option Plan ” in the accompanying management information circular (the “ Information Circular” );

5. to approve certain amendments to the Company’s stock option plan, as more particularly described under the heading “ Particulars of Other Matters to be Acted Upon – Approval of Amendments to the Stock Option Plan ” in the Information Circular;

6. to re-approve the Company’s existing equity incentive compensation plan, as more particularly described under the heading “ Particulars of Other Matters to be Acted Upon – Re-Approval of the Equity Incentive Compensation Plan, ” in the accompanying management information circular;

7. to approve certain amendments to the Company’s equity incentive compensation plan, as more particularly described under the heading “ Particulars of Other Matters to be Acted Upon – Approval of Amendments to the Equity Incentive Compensation Plan ” in the Information Circular;

8. 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; and

9. 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.

The Board of Directors has set the close of business on January 16, 2023, as the record date (the “ Record Date ”) for determining the shareholders who are entitled to receive notice of and vote at the Meeting. Only persons shown on the register of shareholders, or their duly appointed proxyholders, at the close of business on the Record Date will be entitled to receive notice of the Meeting and to vote at the Meeting.

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The Company is holding the Meeting in a hybrid format that will be conducted in person and 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 and management of the Company as well as other shareholders. Only registered shareholders and duly appointed proxyholders (including any non-registered beneficial shareholder who has appointed themselves as proxyholders or representatives) will be able to attend, participate and vote at the Meeting, either in person or online at https://web.lumiagm.com/294-662-795 provided that they are connected to the internet (for those attending online) and carefully follow the instructions set out in the Information Circular and the related proxy materials. Beneficial shareholders, being shareholders who hold their common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, who have not duly appointed themselves as proxyholder or as a representative will be able to attend the Meeting in person as a guest or listen to a live webcast of the Meeting, but will not be able to ask questions or vote either in person or online in real time. Further information is provided in the sections headed “ How do I virtually attend and participate at the Meeting Online?” and “How do I ask a Question if Attending the Meeting Virtually? ” in the accompanying Information Circular.

The Company is committed to keeping shareholders informed if the Meeting format, location, time or date needs to be changed in light of COVID-19. The Company will notify shareholders of a change without sending additional soliciting materials or updating proxy-related materials by issuing a news release announcing the change in the date, time, location or format, filing the news release on SEDAR; and informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change. The Company will continue to keep up to date on developments surrounding COVID-19 and it is taking steps to protect the health and safety of its shareholders, employees and communities.

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.

Registered shareholders who are unable to attend the Meeting either in person or online (or if the Meeting is adjourned or postponed, any reconvened Meeting) are requested to date, sign and return the enclosed form of proxy.

To be used and acted upon at the Meeting, the form of proxy must be completed and deposited at the office of Odyssey Trust Company (“ Odyssey ”) as transfer agent by mail or hand-delivery to 350-409 Granville Street, Vancouver, British Columbia, V6C 1T2, by fax at 1-800-517-4553 or as otherwise set out in the instructions contained in the form of proxy, no later than 2:00 p.m. (Vancouver time) on March 2, 2023 or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting. Registered Shareholders may also vote online or by mail by following the instructions found in the Information Circular and form of proxy.

Late proxies may be accepted or rejected at the discretion of the Chair of the Meeting. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, at the Chair’s discretion, with or without notice.

Non-registered (beneficial) shareholders who hold common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary may have an earlier deadline by which the intermediary or broker must receive voting instructions. Non-registered shareholders that hold common shares through an intermediary or broker and receive these materials through such intermediary or broker should complete and send the form of proxy or

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voting instruction form in accordance with the instructions provided by such intermediary or broker.

A shareholder who wishes to appoint a person (who need not be a shareholder) 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. For online attendance, 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 in order for such proxyholder to virtually attend, ask questions and vote online in real time at the Meeting.

For online attendance, if you wish that a person other than the management nominees identified on the form of proxy or voting instruction form virtually attend and participate online at the Meeting as - your proxy and vote your shares, including if you are a non registered 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 online in the Meeting. To register a proxyholder, shareholders MUST send an email to appointee@odysseytrust.com and provide Odyssey with their proxyholder’s contact information, number 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. The failure of a shareholder to register their proxyholder with Odyssey will result in such shareholder’s proxyholder not receiving a Username, which will prevent such shareholder’s proxyholder from being able to attend, participate or vote online at the Meeting.

Shareholders who wish to appoint a proxyholder to attend, ask questions and vote in person at the Meeting do not need to register their proxyholder’s appointment with Odyssey online.

Shareholders who have questions or need assistance with voting their shares should contact Morrow Sodali, the proxy solicitation agent, by telephone at 1.888.444.0609 (Toll Free in North America) or 1.289.695.3075 (Outside North America); or by e-mail at assistance@morrowsodali.com.

DATED at Vancouver, British Columbia, this 27[th] day of January, 2023.

By Order of the Board of Directors

(signed) “Jennifer Twiner McCarron”

Jennifer Twiner McCarron Chair and Chief Executive Officer