NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 14, 2023 Dated as of November 10, 2023

THUNDERBIRD ENTERTAINMENT GROUP INC.

123 West 7th 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 on December 14, 2023 at 9:00 a.m. (Vancouver time) in a virtual only format via live audio webcast at https://web.lumiagm.com/203823358 (password: "thunderbird2023" (case sensitive)) where shareholders may attend and participate in the virtual Meeting for the following purposes:

1. to receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2023, and the auditor's report thereon;
1. to fix the number of directors for the ensuing year at six;
1. to elect the six directors for the ensuing year;
1. 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");
1. 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 Information Circular;
1. 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
1. 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.sedarplus.ca.

The Board of Directors has set the close of business on October 27, 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, and to vote at, the Meeting.

The Company is holding the Meeting in a virtual only format via live audio 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. Shareholders will not be able to attend the Meeting in person. Only registered shareholders and duly appointed proxyholders (including any nonregistered beneficial shareholder who has appointed themselves as proxyholder or representative) will be able to attend, participate and vote at the Meeting https://web.lumiagm.com/203823358, provided that they are connected to the internet 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 as a guest and listen to the live webcast of the Meeting, but will not be able to ask questions or vote online in real time. Further information is provided in the sections headed "How do I Attend and Participate at the Meeting?" and "How do I ask a Question at the Meeting?" 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 virtual Meeting (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 9:00 a.m. (Vancouver time) on December 12, 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 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 and including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting) 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. Shareholders must then register 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.

Failure to register a proxyholder will result in a proxyholder not receiving a Username, which will prevent such shareholder's proxyholder from being able to attend, participate or vote online at the Meeting. To register a proxyholder, shareholders MUST send an email to [email protected] 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.

DATED at Vancouver, British Columbia, this 10th day of November, 2023.

By Order of the Board of Directors

(signed) "Jennifer Twiner McCarron" Jennifer Twiner McCarron Chair and Chief Executive Officer

THUNDERBIRD ENTERTAINMENT GROUP INC.

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

MANAGEMENT INFORMATION CIRCULAR

(containing information as at November 10, 2023, unless indicated otherwise)

For the Annual General and Special Meeting to be held on December 14, 2023

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 holders ("Shareholders") of common shares (the "Common Shares") of the Company, to be held on December 14, 2023 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 of proxies by management of the Company will be primarily by mail; however, proxies may be solicited personally or by telephone by the directors, officers and employees of the Company (to whom no additional compensation will be paid).

The cost of solicitation of proxies by or on behalf of management of the Company will be borne by the Company. Except as required by statute, regulation or policy thereunder, the Company does not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals an authorization to execute each form of proxy.

The notice of meeting, Information Circular, financial statement request card and form of proxy will be available from the Company's registrar and transfer agent, Odyssey Trust Company ("Odyssey"), 350-409 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.

The Meeting will be held as a completely virtual meeting which will be conducted by way of live audio webcast. A summary of the information Shareholders will need to attend the virtual Meeting is provided below.

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.

INFORMATION CONCERNING THE VIRTUAL MEETING

The Meeting will be held in a virtual only format via live audio webcast at https://web.lumiagm.com/203823358 (password: "thunderbird2023" (case sensitive) on December 14, 2023 at 9:00 a.m. (Vancouver time).

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. Even if you do plan to attend the Meeting, the Company recommends voting your Common Shares in advance so that your vote will be counted even in the event that you later decide not to attend the Meeting, you experience any technical difficulties, or are unable to attend the Meeting for any reason.

Please carefully review and follow the voting instructions below based on whether you are a Registered Shareholder or a Beneficial Shareholder/Non-Registered Shareholder of the Company:

You are a "Registered Shareholder" if you have a share certificate or a DRS statement registered in your name representing the Common Shares.
You are a "Beneficial Shareholder" or a "Non-Registered Shareholder" if you hold Common Shares through a broker, agent, nominee or other intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution).

VOTING AT THE MEETING

Registered Shareholders who attend the virtual Meeting may vote by completing a ballot online during the Meeting, as further described below. See "How do I attend and participate at the Meeting?".

Non-Registered Shareholders or Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to listen to the Meeting as a guest or access the webcast, but 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 Non-Registered Shareholder and wish to vote at the Meeting, you must appoint yourself as proxyholder by following the instructions under "General Proxy Matters - Appointment of a Third Party as Proxy". See also "How do I Attend and Participate at the Meeting?".

HOW DO I ATTEND AND PARTICIPATE AT THE MEETING?

The Company is holding the Meeting as a virtual meeting, which will be conducted via live audio webcast. 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 at https://web.lumiagm.com/203823358 (password: "thunderbird2023" (case sensitive)). 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:

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 "thunderbird2023" (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.
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 "thunderbird2023" (case sensitive). Only Registered Shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the virtual Meeting. Beneficial Shareholders who have not duly appointed and registered themselves as proxyholder will be able to attend the Meeting as a guest but will not be able to participate or vote at the Meeting. Shareholders who wish to appoint a third party proxyholder to represent them at the virtual Meeting (including Beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the virtual Meeting) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See "Appointment of a Third Party as Proxy".

HOW DO I ASK A QUESTION AT THE MEETING?

Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who have appointed themselves as proxyholder) that attend virtually will have the opportunity to ask questions on matters of business before the Meeting. Guests attending the Meeting virtually will not be able to submit questions.

Registered Shareholders and duly appointed proxyholders that attend the Meeting will be able to make motions or raise points of order, and will have the ability to raise questions and provide direct feedback to management by (i) selecting the "MESSAGING" icon to the left of the screen, (ii) typing a message in the chat box in the messaging screen and, once completed, (iii) clicking the Arrow symbol to send. Questions sent via this LUMI meeting platform will be moderated before being sent to the Chair. Once sent to the Chair, the question will read by the Chair of the Meeting or a designee of the Chair and responded to by a representative of the Company as they would be if the Shareholder attended the Meeting in person.

To ensure fairness for all attendees, the Chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or to the affairs of the Company or which are determined to be inappropriate or otherwise out of order.

IMPORTANT TECHNICAL REMINDERS FOR SHAREHOLDERS JOINING THE MEETING

You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible by attempting to login in early and do not use Internet Explorer.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high-speed, internet connection if you intend to participate in the Meeting.
Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the Meeting. If you are experiencing any difficulty

connecting or watching the Meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

The Meeting will begin promptly at 9:00 a.m. (Vancouver time) on December 14, 2023, unless otherwise adjourned or postponed. Online check-in will begin one half-hour prior to the Meeting, at 8:30 a.m. (Vancouver time). It is recommended that Shareholders log in online at least 15 minutes before the Meeting starts to allow ample time for online check-in procedures.
Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Even if you plan to attend the virtual Meeting, the Company recommends voting your Common Shares in advance so that your vote will be counted even in the event that you later decide not to attend the Meeting, you experience any technical difficulties, or are unable to attend the Meeting for any reason.
Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the Meeting website may visit the website https://www.lumiglobal.com/faq prior to the Meeting.
In the event of technical malfunction or other significant problem that disrupts the Meeting for participants, the Chair may adjourn, recess, or expedite the Meeting, or take such other action as the Chair determines is appropriate, considering the circumstances.

GENERAL PROXY MATTERS

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 350 – 409 GRANVILLE ST., VANCOUVER, BRITISH COLUMBIA V6C 1T2; OR (B) LOG ON TO ODYSSEY'S WEBSITE AT HTTPS://LOGIN.ODYSSEYTRUST.COM/PXLOGIN 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 SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF. THE CHAIR OF THE MEETING MAY WAIVE OR EXTEND THE PROXY CUT-OFF WITHOUT NOTICE.

The form of proxy must be signed and dated by the Shareholder or by his, her or their attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal and 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 and signed by a duly authorized officer and deposited at the Company's registrar and transfer agent, Odyssey Trust Company, 350-409 Granville Street, Vancouver, British Columbia, V6C 1T2 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 Chair 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.

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.

Shareholders who wish to appoint a third party proxyholder to attend, participate or vote at the Meeting as their proxy and vote their Common 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.

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.
Step 2: Register your proxyholder: To register a proxyholder, Shareholders MUST send an email to [email protected] by 9:00 a.m. (Vancouver time) on December 12, 2023 and provide Odyssey with the required proxyholder contact information, number of Common Shares appointed, name in which the Common Shares are registered if they are a Registered Shareholder, or name of broker where the Common 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 virtually, 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 and follow all of the applicable instructions provided by your intermediary and you must also 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 see above 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 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 9:00 a.m. (Vancouver time) on December 12, 2023.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed form of proxy will vote the Common 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 COMMON 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.

Except as otherwise set out in this Information Circular, 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.

A majority (50%+1) of the votes cast at the Meeting in person or by proxy and entitled to vote is an ordinary resolution (an "Ordinary Resolution") and a majority of not less than three quarters (75%) of the votes cast at the Meeting in person or by proxy and entitled to vote is a special resolution. In the event a motion proposed at the Meeting requires disinterested shareholder approval, Common Shares held by Shareholders 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 Information Circular as "Beneficial Shareholders" or "Non-Registered 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 the notice of meeting to intermediaries for distribution to non-objecting beneficial owners (usually referred to as NOBOs for Non-Objecting Beneficial Owners). The Company does not intend to pay for an intermediary to deliver proxy related materials and voting instruction forms to objecting beneficial owners (called OBOs for Objecting Beneficial Owners) under National Instrument 54-101.

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 October 27, 2023 (the "Record Date"), the Company had 50,183,987 Common Shares issued and outstanding, each share carrying the right to one vote.

Any Shareholder of record at the close of business on the Record Date who attends the Meeting or who has properly completed and delivered a form of proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such holder's Common Shares voted at the Meeting or adjournment thereof.

The quorum for the transaction of business at the Meeting is two persons entitled to vote at the Meeting present in person or represented by proxy.

To the best of the knowledge of the directors and senior officers of the Company, as at the Record Date, 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	Number of Voting Securities	Percentage of VotingSecurities(1)
Voss Capital LLC ("Voss")	6,578,823(2)	13.11%
Frank Giustra	6,320,963(2)(3)	12.60%

Notes:

(1) Based on 50,183,987 Common Shares issued and outstanding.

(2) Based on publicly available information obtained from the System for Electronic Disclosure by Insiders (SEDI).
(3) Of these Common Shares, 5,292,963 are held indirectly through the Giustra 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; and 403,000 are held directly by Frank Giustra. Frank Giustra also holds 10,000 incentive stock options of the Company ("Options") through The Giustra Foundation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of:

(1) the directors or senior officers of the Company at any time since July 1, 2022;
(2) the proposed nominees for election as a director of the Company; or
(3) 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. Notwithstanding the foregoing, the directors and senior officers have an interest in the resolutions (i) re-approving the Stock Option Plan (as defined below); and (ii) re-approving the Equity Incentive Compensation Plan (as defined below), all as more particularly described under the headings "Particulars of Other Matters to be Acted Upon – Re-Approval of the Stock Option Plan", and "Particulars of Other Matters to be Acted Upon – Re- Approval of the Equity Incentive Compensation Plan", respectively, as such directors and senior officers are entitled to participate in such plans.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended June 30, 2023 (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, 2023 are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

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

The Company's articles provide that the number of directors to be elected will be the number determined by ordinary resolution. The board of directors (the "Board") currently consists of seven directors, four of whom, namely Jennifer Twiner McCarron, Asha Daniere, Azim Jamal and Jérôme Levy, are being proposed for re-election at the Meeting, along with two directors, Lisa Coulman and Taylor Henderson, proposed for election for the first time at the Meeting. Ms. Coulman was originally appointed to the Board on March 28, 2023, while Mr. Henderson is a new nominee. Linda Giunta Michaelson and Mark Trachuk are not standing for re-election at the Meeting. Accordingly, the Company is recommending that the number of directors of the Company be fixed at six.

The persons named in the enclosed form of proxy intend to vote in favour of fixing the number of directors at six.

Management recommends fixing the number of directors at six and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR such resolution.

In order to be approved, Shareholders are being asked to pass an Ordinary Resolution FOR fixing the number of directors at six.

ELECTION OF DIRECTORS

Information Concerning Nominees Submitted by Management

Management has nominated six directors to stand for election at the Meeting. Management does not contemplate that any of the nominees will be unable to serve as a director. Each director of the Company is elected annually and holds office until the next annual general meeting of Shareholders unless his, her or their successor is duly elected or until his, her or their resignation as a director.

The Company's articles provide for an advance notice requirement for nominations of directors by Shareholders (the "Advance Notice Provisions"). The Advance Notice Provisions, among other things, fix deadlines for submitting director nominations to the Company prior to any annual or special meeting of Shareholders where directors are to be elected, and sets forth the information that a Shareholder must include in their nomination in order for it to be valid. In the case of an annual Shareholders' meeting, the deadlines for notice of a Shareholder's director nominations are not less than 30 days prior to the meeting; provided, however, if the first public notice of an annual shareholders' meeting is given less than 50 days prior to the meeting date, Shareholders must provide notice of their nominations by close of business on the 10th business day following the announcement of the meeting. In the case of a special meeting (which is not also an annual meeting) called for any purpose which includes electing directors, Shareholders must provide notice of their nominations by close of business on the 15th day following first public announcement of the special Shareholders' meeting. As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions. In accordance with the Advance Notice Provisions, the deadline for providing a valid notice of a director nomination for the Meeting is 5:00 p.m. (Vancouver time) on November 6, 2023, being the first business day following the 30th day prior to the date of the Meeting.

Cooperation Agreement

On January 19, 2023, the Company entered into a cooperation agreement (as amended, the "Cooperation Agreement") with Voss and certain affiliates. In accordance with the Cooperation Agreement, Voss (i) withdrew its slate of proposed director nominees and (ii) agreed to abide by customary voting commitments described below, standstill restrictions, and mutual nondisparagement provisions. In exchange, the Company (i) appointed two new independent directors put forward by Voss, being Asha Daniere and Mark Trachuk, effective January 19, 2023, to fill the vacancies that resulted from the resignation of two directors, and appointed an additional independent director selected in consultation with Voss, Lisa Coulman, effective March 28, 2023, (ii) formed the strategic advisory committee (the "Strategic Advisory Committee") to assist the Board with assessing the Company's capital allocation strategy and evaluating all strategic opportunities to maximize value for ultimate recommendation to the Board, (iii) appointed Taylor Henderson as a non-voting observer to the Board (not entitled to retainers, meeting fees or expense reimbursements of any type), and (iv) reimbursed the costs of Voss incurred arising from the proxy contest in the aggregate amount of $950,000. In addition, under the terms of the Cooperation Agreement, Voss agreed to, among other things, (a) be represented in person or by proxy at each meeting of the Shareholders (including the Meeting) or otherwise cause all Common Shares that Voss and its affiliates beneficially own or exercise control or direction over, directly or indirectly, to be counted as present for purposes of establishing a quorum, and (b) vote, or cause to be voted, all Common Shares that Voss and its controlled affiliates beneficially own or exercise control or direction over, directly or indirectly, on the Company's proxy or voting instruction form in favour of (i) each of the directors nominated by the Board and recommended by the Board for election to the Board, (ii) the amendments to, and re-approval of, the Company's equity compensation plan and stock option plan, (iii) each other routine matter or proposal unanimously recommended for Shareholder approval by the Board that is not special business, and (iv) not execute any proxy or voting instruction form other than the proxy or voting instruction form being solicited by or on behalf of management of the Company. These voting commitments will be in effect for the Meeting.

The Cooperation Agreement continues until the earlier of (i) the conclusion of the Meeting and

(ii) December 31, 2023. Reference should be made to the full text of the Cooperation Agreement, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

In light of the expiry of the Cooperation Agreement at the conclusion of the Meeting, the Company, Voss and certain affiliates and Taylor Henderson entered into an amended and restated cooperation agreement on November 10, 2023 (the "A&R Cooperation Agreement").

Pursuant to the A&R Cooperation Agreement, the parties agreed that Taylor Henderson would be nominated by management for election as a director at the Meeting, and that each of Ms. Michaelson and Mr. Trachuk would not stand for re-election at the Meeting. The parties have also agreed, in accordance with the Company's constating articles, to appoint one mutually agreed additional independent director following the Meeting.

Pursuant to the A&R Cooperation Agreement, Mr. Henderson has agreed to waive and not receive any retainers, meeting fees or expense reimbursements of any type in connection with his service as a director.

In exchange, Voss and the New Voss Nominee agreed to, among other things abide by (i) customary voting commitments, (ii) standstill restrictions, and (iii) mutual non-disparagement provisions, on substantially similar terms as previously granted under the Cooperation Agreement, for the term of the A&R Cooperation Agreement.

The A&R Cooperation Agreement continues until the earlier of (i) the date on which the Company first publicly announces the date of its 2025 annual general and/or special meeting of shareholders, and (ii) October 15, 2025. Reference should be made to the full text of the A&R Cooperation Agreement, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Management recommends the six nominees herein listed for appointment as directors and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR each such director.

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 which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date hereof. All director nominees were each elected as directors by the Shareholders at the last year's annual general meeting, except for Ms. Coulman, who was appointed to the Board March 28, 2023 and Mr. Henderson, who is a first time nominee.

The nominees for the office of director and information concerning them as at the date hereof as furnished by the individual nominees are as follows:

Name, Province/State andCountry of Residence andPositions Held with theCompany	Principal Occupation and/or PrincipalOccupation or Employment within the PreviousFive Years(1)	Date First Becamea Director	No. of Voting SharesBeneficially Owned,or Controlled orDirected, Directly orIndirectly(1)
Jennifer Twiner McCarron (2)British Columbia, CanadaChair and Chief Executive Officer("CEO")	Chair and CEOof Thunderbird EntertainmentGroup Inc.	October 1, 2018	15,000
Azim Jamal (4)British Columbia, CanadaDirector	CEO, Pacific Reach Capital Ltd.	October 30, 2018	(3)3,024,106
Jérôme Levy (4)New York, USADirector	Chairman of Vuelta Productions Ltd, a PrivateequitybackedEuropeanstudiofocusedonproduction and distribution of film and TV series.Prior to Vuelta, he was Vice Chairman of ArchieComics Publications (2017-2022).	January 12, 2022	Nil
Lisa Coulman (4)Ontario, CanadaDirector	Chief Financial Officer at Nobul Technologies Inc.(2019 to Present); President of L.J. CoulmanConsulting Inc. (2018 to Present); Audit Partner atPricewaterhouseCoopers LLP (2004 to 2017);Board member and Chair of Resources & AuditCommittee for William Osler Health System (2016to 2019).	March 28, 2023	Nil
Asha Daniere (2) (5)Ontario, CanadaDirector	Strategic Advisor at Asha Daniere Prof. Corp.(2020-Present); Executive Vice President of Legaland Business Affairs at Blue Ant Media, Inc. (2012-2020).	January 19, 2023	Nil
Taylor Henderson (6)Houston, TexasDirector	Analyst at Voss Capital, LLC (2015-Present).	N/A	Nil

Notes:

(1) Based on information provided by the directors themselves.
(2) Denotes a current member of the Company's Strategic Advisory Committee, which was established February 6, 2023, pursuant to the Cooperation Agreement. Mark Trachuk is the current Chair of the Company's Strategic Advisory Committee; however, Mr. Trachuk is not standing for re-election at the Meeting and will concurrently cease to be a member of the Strategic Advisory Committee..
(3) Of these Common Shares, 2,969,706 are held indirectly through Pacific Reach Properties Capital Ltd. over which Azim Jamal has control and beneficial ownership and 54,400 are held directly by Azim Jamal.
(4) Denotes a current member of the Company's Audit Committee. Lisa Coulman is the current Chair of the Company's Audit Committee.
(5) Denotes a current member of the Company's Compensation and Governance Committee. Linda Michaelson is the current Chair of the Company's Compensation and Governance Committee; however, Ms. Michaelson is not standing for re-election at the Meeting and will concurrently cease to be a member of the Compensation and Governance Committee..
(6) Mr. Henderson is the director nominee of Voss. See description of the A&R Cooperation Agreement under "Cooperation Agreement" above.

Share Ownership and Compensation Policy

Upon recommendation of the Compensation and Governance Committee, the Board adopted a share ownership and compensation policy (the "Ownership Policy") on April 18, 2023, that is intended to align the interests of its independent members (the "Non-Executive Directors") of the Company with those of the Company's shareholders by requiring such directors to own a

significant number of Common Shares.

For the purposes of determining Common Share ownership of a particular Non-Executive Director, Common Shares and RSUs owned directly by such individual, such individual's spouse, any minor children that share the same home as such individual, any trust in which the individual and/or the individual's spouse is a trustee with voting and investment power, and any private corporate entity which is at least 50% owned by any combination of the foregoing, are included. Common Shares issuable upon the exercise of Options (whether or not such Options have vested), common share purchase warrants or any other convertible securities of the Company (other than RSUs) are not treated as Common Shares owned by such individual for the purposes of the Ownership Policy.

The ownership requirements under the Ownership Policy specify that each of the Non-Executive Directors is required to hold Common Shares which have an acquisition cost or current value (whichever is higher) of at least three times his or her current annual director fees (which, for greater certainty, shall include the value of any grants of RSUs or other equity compensation). Non-Executive Directors will be deemed to have satisfied the applicable ownership guidelines specified herein (the "Relevant Threshold") following the date on which the higher of the acquisition cost or current value of the outstanding Common Shares held by the Non-Executive Directors equals or exceeds the Relevant Threshold.

Non-Executive Directors are required to comply with the Ownership Policy by the fifth anniversary of the later of the date of such individual's election or appointment to the Board, as the case may be, and the date of implementation of the Ownership Policy.

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:
- (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 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.

APPOINTMENT AND REMUNERATION OF AUDITOR

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. PricewaterhouseCoopers LLP were first appointed as the auditor for the Company in November, 2018.

Management recommends the appointment of PricewaterhouseCoopers LLP at a remuneration to be fixed by the Board and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR such appointment.

In order to be approved, Shareholders are being asked to pass an Ordinary Resolution FOR the appointment of PricewaterhouseCoopers LLP.

RE-APPROVAL OF THE STOCK OPTION PLAN

At last year's annual general and special meeting held on March 6, 2023, the Shareholders approved the Company's rolling 10% stock option plan (the "Stock Option Plan"), which had been adopted by the Board on November 1, 2018. Shareholders will be asked again to pass an Ordinary Resolution re-approving the Stock Option Plan. The Stock Option Plan is a "rolling" stock option plan which sets the number of Options available for grant by the Company at an amount equal to up to a maximum of 10% of the Company's issued and outstanding Common Shares from time to time, less any Common Shares reserved for issuance under other share compensation arrangements. Under the TSX Venture Exchange's ("TSXV") corporate finance policies, the Stock Option Plan must be approved by the Company's Shareholders on an annual basis. Therefore, Shareholders are being asked to approve the Stock Option Plan at the Meeting.

A copy of the Stock Option Plan is available upon request by any Shareholder at no charge, or may be reviewed at the Company's registered office during normal business hours until the date of the Meeting.

For the purposes of this section, capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in 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 Options, a maximum number of Common Shares equal to up to a maximum of 10% of the issued Common Shares at the time of any Option grant, net of the Common Shares previously reserved under any other compensation arrangements (i.e. the Equity Incentive Compensation Plan);
(b) an optionee must be a bona fide Director, Officer, Employee (including Management Company Employees) or Consultant of the Company or an Eligible Charitable Organization of the Company at the time the Option is granted in order to be eligible for the grant of an Option to the optionee;
(c) the aggregate number of Options granted to any one Person under the Stock Option Plan and any other compensation arrangements (and where permitted, companies wholly owned by that Person) in a 12 month period must not exceed 5% of the issued Common Shares calculated on the date an Option is granted to the Person (unless the Company has obtained the requisite Disinterested Shareholder Approval);
(d) the aggregate number of Options granted to any one Consultant under the Stock Option Plan and any other compensation arrangements in a 12 month period must not exceed 2% of the issued Common Shares, calculated at the date an Option is granted to the Consultant;
(e) the aggregate number of Options granted to all Persons employed to provide Investor Relations Activities under the Stock Option Plan must not exceed 2% of the issued Common Shares in any 12 month period, calculated at the date an Option is granted to any such Person and persons employed to provide Investor Relations Activities shall not be eligible to receive any other type of security based compensation other than Options if the Common Shares are listed on the TSXV at the time of any issuance or grant;
(f) the aggregate number of Charitable Stock Options granted to Eligible Charitable Organizations under the Stock Option Plan must not at any time exceed 1% of the issued Common Shares, calculated at the date the Charitable Stock Option is granted to the Eligible Charitable Organizations;
(g) the maximum aggregate number of Options granted or issuable to Insiders (as a group) under the Stock Option Plan and any other compensation arrangements must not exceed 10% of the issued Common Shares at any point in time, unless the Company has obtained the requisite Disinterested Shareholder Approval;
(h) the maximum aggregate number of Options granted or issuable that are issuable to Insiders (as a group) under the Stock Option Plan and any other compensation arrangements must not exceed 10% of the issued Common Shares in any 12 month, calculated at the date any security based compensation is granted or issued to any Insider, unless the Company has obtained the requisite Disinterested Shareholder Approval;
(i) 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 three month period;
(j) the minimum exercise price per Common Share of an Option must not be less than the Discounted Market Price of the Common Shares, subject to a minimum exercise price of $0.05;
(k) 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 (r) below));
(l) 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, Officer, Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a "reasonable period", not to exceed 12 months, after the optionee ceases to serve in such capacity, as determined by the Board. 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", not to exceed 12 months, after the optionee ceases to serve in such capacity, as determined by the Board. Notwithstanding the foregoing, the expiry date for an Option held by an optionee who ceases to be an Eligible Person shall not be extended to date exceeding 12 months from the date the Optionee ceases to be an Eligible Person;
(m)all Options are non-assignable and non-transferable;
(n) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price or extension of the term of an Option if the optionee is an Insider of the Company at the time of the proposed amendment;
(o) the Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of an 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;
(p) upon the occurrence of an Accelerated Vesting Event, 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 Option, to make such changes to the terms of Options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of Options, conditionally or unconditionally; (b) terminating every Option if under the transaction giving rise to the Accelerated Vesting Event, Options in replacement of the Options are proposed to be granted to or exchanged with the holders of Options, which replacement Options treat the holders of 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 Option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any 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;
(q) 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
(r) 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.

Shareholder Approval

As of October 27, 2023, 50,183,987 Common Shares were issued and outstanding. As of such date, the aggregate maximum number of Common Shares available for issuance under the Stock Option Plan together with the number of Common Shares issuable under any other compensation arrangement (i.e. the Equity Incentive Compensation Plan) shall not exceed 10% of the outstanding Common Shares on the date of the grant (being 5,018,398 Common Shares as of the date of this Information Circular).

Currently, there are 3,148,500 Options outstanding under the Stock Option Plan, each exercisable for one Common Share of the Company. There are 111,960 restricted share units ("RSUs") outstanding under the Equity Incentive Compensation Plan. There are no performance share units ("PSUs") outstanding under the Equity Incentive Compensation Plan. Accordingly, a total of 1,757,938 Common Shares would be available for issuance under the Stock Option Plan and under any additional grants under the Equity Incentive Compensation Plan.

Management recommends the re-approval of the Stock Option Plan and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR such resolution.

In order to be approved, Shareholders are being asked to pass an Ordinary Resolution FOR the re-approval of the Stock Option Plan.

The text of the Ordinary Resolution to be passed is as follows.

"BE IT RESOLVED THAT:

1. Subject to regulatory approval, the Stock Option Plan 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; and
1. Any director or officer of the Company is hereby authorized and directed, acting for, in the name of, and on behalf of, the Company, to execute or cause to be

executed, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer be necessary or desirable to carry out the intent of the foregoing resolution."

RE-APPROVAL OF THE EQUITY INCENTIVE COMPENSATION PLAN

The Company's Equity Incentive Compensation Plan (the "Equity Incentive Compensation Plan") was approved by Shareholders at the annual general and special meeting held on March 6, 2023, and was implemented to provide for a wide range of incentive plans to attract, retain and encourage eligible Employees, Directors, Officers and Consultants of the Company due to the opportunity offered to them to acquire a proprietary interest in the Company and to secure for the Company and Shareholders the benefits inherent in the ownership of Common Shares by such persons. The following is a summary description of the current Equity Incentive Compensation Plan.

For the purposes of this section, capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Equity Incentive Compensation Plan.

Each RSU or PSU granted, subject to the terms of the Equity Incentive Compensation Plan, entitles such holder to receive one Common Share or a cash payment equal to the fair market value of one Common Share. The aggregate maximum number of Common Shares available for issuance under the Equity Incentive Compensation Plan together with the number of Common Shares issuable under any other compensation arrangement (i.e. the Stock Option Plan), shall not exceed 10% of the outstanding Common Shares on the date of the grant (being 5,018,398 Common Shares as of the date of this Information Circular).

Employees, Directors, Officers and Consultants of the Company and any affiliates of the Company are eligible to participate in the Equity Incentive Compensation Plan and participating individuals are referred to in this section as "Participants".

Administration

The Compensation and Governance Committee of the Board is responsible for administering the Equity Incentive Compensation Plan. The Compensation and Governance Committee has full and exclusive discretionary power to interpret the terms and the intent of the Equity Incentive Compensation Plan, determine eligibility for awards the terms of any award agreement or other agreement between the Company and a Participant (an "Award Agreement"), and to adopt such rules, regulations and guidelines for administering the Equity Incentive Compensation Plan as the Compensation and Governance Committee may deem necessary or proper.

Common Shares Issuable

The total number of Common Shares that may be issued under the Equity Incentive Compensation Plan, together with the number of Common Shares issuable under the Stock Option Plan, will not exceed the number that represents 10% of the issued and outstanding Common Shares.

There are further restrictions on the number of Common Shares issuable to particular individuals or groups of individuals as follows:

Within any 12-month period:

(a) the number of Common Shares issued or reserved for issuance with respect to any Awards, to insiders (as a group) pursuant to the Equity Incentive Compensation Plan and the Stock Option Plan must not exceed an aggregate of 10% of the total issued and outstanding Common Shares at the date any security based compensation is granted or issued to the insider;
(b) the aggregate number of Common Shares issued or reserved for issuance with respect to any Awards, to insiders (as a group) at any time, under the Equity Incentive Compensation Plan and all other security based compensation of the Company, shall not exceed 10% of the total issued and outstanding Common Shares;
(c) the maximum number of Common Shares issued or reserved for issuance to any one Participant pursuant to the Equity Incentive Compensation Plan and all other security based compensation must not exceed 5% of the total issued and outstanding Common Shares; and
(d) the maximum number of Common Shares issued or reserved for issuance to any one Consultant pursuant to the Equity Incentive Compensation Plan and all other security based compensation, shall not exceed 2%, calculated as at the date any security based compensation is granted or issued to the Consultant.

Types of Awards

The Equity Incentive Compensation Plan will permit the Compensation and Governance Committee to grant awards in the form of RSUs and PSUs to eligible Participants.

Restricted Share Units

RSUs are awards, denominated in units, that entitle the Participant to receive, in respect of each RSU, one Common Share or a cash payment equal to the value of one Common Share at the time of vesting. RSUs will generally become vested based on the Participant's period of employment or service with the Company or an affiliate, as set out in the applicable Award Agreement. Unless otherwise specified in the award agreement, RSUs granted to Directors are immediately vested on the one year anniversary of the grant date. Notwithstanding any other provision of the Equity Incentive Compensation Plan, at all times when the Company is listed on the TSXV, no RSU issued may vest before the date that is one year following the date it is granted or issued. However, vesting may be accelerated for a Participant who dies or who ceases to be an eligible Participant in connection with a Change of Control, take-over bid, reverse takeover or other similar transaction.

The Compensation and Governance Committee may determine that Participants holding RSUs be credited with consideration equivalent to any dividends declared and paid on outstanding Common Shares. Holders of RSUs do not have any voting rights in their capacity as a holder.

Performance Share Units

PSUs are awards, denominated in units, that entitle the Participant to receive, in respect of each PSU, such number of Common Shares or a cash payment equal to the value of such Common Shares, determined as a function of the extent to which corresponding performance criteria have been achieved by the Participant. Such performance criteria and the provisions for vesting of the PSUs will be set out in the applicable Award Agreement and the extent to which the performance criteria are met will determine the ultimate value of the PSUs that will be paid to the Participant.

Notwithstanding any other provision of the Equity Incentive Compensation Plan, (i) at all times when the Company is listed on the TSXV, no PSU issued may vest before the date that is one year following the date it is granted or issued; however, vesting may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Equity Incentive Compensation Plan in connection with a Change of Control, take-over bid, reverse takeover or other similar transaction; and (ii) the Company shall have the ability to require the Participant to hold any Common Shares received pursuant to such Award for a specified period of time.

The Compensation and Governance Committee may determine that Participants holding PSUs be credited with consideration equivalent to any dividends declared and paid on outstanding Common Shares. Holders of PSUs do not have any voting rights in their capacity as a holder.

Assignment, Termination or Cancellation of Awards

RSUs and PSUs are non-transferable and non-assignable except as provided in an Award Agreement and the terms of the Equity Incentive Compensation Plan as described below.

Death

If the Participant dies while an employee, director of, or consultant to, the Company or an affiliate, (i) any RSUs that have not vested as at the date of death will vest immediately and all vested RSUs as at the date of death shall be paid to the Participant's estate, and such Participant's eligibility to receive further grants of RSUs shall cease; and (ii) any PSUs that have not vested as of the date of death shall be adjusted in accordance with the relevant Award Agreement (a "Deemed Award") and such Deemed Awards shall vest immediately, all PSUs that have vested as of the time of death (including any Deemed Awards) shall be paid to the Participant's estate, and such Participant's eligibility to receive further grants of PSUs shall cease.

Disability

If a Participant suffers a disability while an employee, director of, or consultant to the Company or an affiliate and, as a result, his, her or their employment or engagement with the Company or an affiliate is terminated, (i) the number of RSUs and/or PSUs held by the Participant that have not vested (the "Unvested Awards") shall be reduced to be equal to the product of (A) the number of Unvested Awards; and (B) the fraction obtained when dividing (x) the number of calendar days from the date of the award of the Unvested Awards to the last day the Participant was actively at work and (y) the number of calendar days from the date of the award of the Unvested Awards to the original vesting date; (ii) the number of Unvested Awards shall continue to vest in accordance with the terms of the Equity Incentive Compensation Plan and Award Agreement; and (iii) such Participant's eligibility to receive further grants of RSUs and/or PSUs shall cease.

Retirement

Upon retirement of a Participant from employment or term of office or engagement with the Company or affiliate (i) any RSUs and/or PSUs held by the Participant that have vested before the date of retirement shall be paid to the Participant; (ii) any RSUs and/or PSUs held by the Participant that have not vested as at the date of retirement shall continue to vest in accordance

with the terms of the Equity Incentive Compensation Plan and Award Agreement until the earlier of: (a) the date determined by the Compensation and Governance Committee, in its sole discretion and (b) the date on which the PSUs and/or RSUs vest pursuant to the original Award Agreement; and (iii) such Participant's eligibility to receive further grants of RSUs and/or PSUs shall cease.

Termination other than as a Result of Death, Disability or Retirement

Unless determined otherwise by the Compensation and Governance Committee, where a Participant's employment or term of office or engagement terminates for any reason other than death, disability or retirement (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), (i) any RSUs and/or PSUs held by the Participant that have vested before the date of termination shall be paid to the Participant in accordance with the terms of the Equity Incentive Compensation Plan and Award Agreement, and any RSUs and/or PSUs held by the Participant that are not yet vested at the date of termination will be immediately cancelled and forfeited; and (ii) such Participant's eligibility to receive further grants of RSUs and/or PSUs shall cease.

However, unless the Compensation and Governance Committee so determines in its sole discretion, RSUs and PSUs are not affected by a change of employment arrangement within or among the Company or its affiliates so long as the Participant continues to be an employee of the Company or an affiliate.

Corporate Reorganization

In the event of any merger, arrangement, amalgamation (that does not constitute a "Change of Control" as defined in the Equity Incentive Compensation Plan, see below), consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution to Shareholders of the Company, or any similar corporate event or transaction (a "Corporate Reorganization"), the Compensation and Governance Committee will make or provide for such adjustments or substitutions as are necessary in: (i) the number and kind of securities that may be issued under the Equity Incentive Compensation Plan, (ii) the number and kind of securities subject to outstanding awards, (iii) the price applicable to outstanding awards, (iv) the total share authorization, (v) the limit on issuing awards except as provided for in the Equity Incentive Compensation Plan, and (vi) any other value determinations applicable to outstanding awards or to the Equity Incentive Compensation Plan (including modifications of performance criteria and changes in the length of performance periods under any outstanding awards), as are equitably necessary to prevent dilution or enlargement of Participant's rights under the Equity Incentive Compensation Plan that otherwise would result from such Corporate Reorganization. Such adjustments shall be made automatically, on the customary arithmetical basis.

Change of Control of the Company

In the event of a "Change of Control" of the Company as defined in the Equity Incentive Compensation Plan, the Compensation and Governance Committee will have discretion to determine that all outstanding awards shall be cancelled and the value of such awards will be paid in cash.

However, no cancellation will occur with respect to an award if the Compensation and Governance Committee determines, in good faith, that the award will be honoured, assumed or substituted by a successor Company or affiliate, provided that such honoured, assumed or substituted award must: (a) be based on stock which is traded on the TSXV and/or an established securities market in Canada or the United States; (b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such award; (c) recognize, for the purpose of vesting provisions, the time that the award has been held prior to the Change of Control; and (d) have substantially equivalent economic value to such award.

A Change of Control will not result in the vesting of RSUs or PSUs provided that: (i) such unvested RSUs and/or PSUs will continue to vest in accordance with the Equity Incentive Compensation Plan and applicable Award Agreement; (ii) any successor entity agrees to assume the obligations of the Company in respect of such Unvested Awards; and (iii) for PSUs, the level of achievement of performance goals for fiscal periods completed prior to the date of the Change of Control will be based on the actual performance achieved to the date of the Change of Control and the level of achievement of performance goals for fiscal periods completed following the date of the Change of Control will be based on the assumed achievement of 100% of the performance goals.

Where a Participant's employment or term of office or engagement is terminated by the employer for any reason, other than for cause, during the 24 months following a Change of Control, any (i) unvested RSUs and/or PSUs will be deemed to have vested as at the date of such termination and will become payable as at the date of termination, and (ii) for PSUs, the level of achievement of performance goals for any Unvested Award that are deemed to have vested pursuant to (i) above, shall be based on the actual performance achieved at the end of the fiscal period immediately prior to the date of termination.

Amendment

Except as set out below, and as otherwise provided by law or stock exchange rules, the Equity Incentive Compensation Plan may be amended, altered modified, suspended or terminated by the Compensation and Governance Committee at any time, without notice or approval from Shareholders, including but not limited to for the purposes of:

making any amendments not inconsistent with the Equity Incentive Compensation Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a "housekeeping" matter, provided that such amendments do not have the effect of altering the scope, nature and intent of such provisions; or
making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Amendments requiring the prior approval of the Shareholders are:

an increase the total number of Common Shares available under the Equity Incentive Compensation Plan;
an increase to the limit on the number of Common Shares issued or issuable to insiders; or

• any amendment to the amendment provisions.

Other than expressly provided for in an Award Agreement or the Equity Incentive Compensation Plan, the Compensation and Governance Committee will not alter or impair any rights or increase any obligations with respect to an award previously granted under the Equity Incentive Compensation Plan without the consent of the Participant.

Notwithstanding any other provision of the Equity Incentive Compensation Plan, any awards granted to a Participant who ceases to be a Participant under the Equity Incentive Compensation Plan for any reason whatsoever, shall terminate at a date no later than 12 months from the date such Participant ceases to be a Participant under the Equity Incentive Compensation Plan.

The Equity Incentive Compensation Plan operates in conjunction with the Company's existing Stock Option Plan, approval of such plan is also sought at the Meeting. See "Particulars of Other Matters to be Acted Upon – Re-Approval of the Stock Option Plan".

Shareholder Approval

As of the date of this Information Circular, there are 50,183,987 Common Shares outstanding. Currently, there are 3,148,500 Options outstanding under the Stock Option Plan, each exercisable for one Common Share of the Company. There are 111,960 RSUs outstanding under the Equity Incentive Compensation Plan. There are no PSUs outstanding under the Equity Incentive Compensation Plan. Accordingly, a total of 1,757,938 Common Shares would be available for issuance under the Equity Incentive Compensation Plan and under any additional Options granted under the Stock Option Plan. These additional Common Shares represent approximately 3.5% of the current issued and outstanding Common Shares.

Management recommends the re-approval of the Equity Incentive Compensation Plan and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR such resolution.

In order to be approved, Shareholders are being asked to pass an Ordinary Resolution FOR the re-approval of the Equity Incentive Compensation Plan.

The text of the Ordinary Resolution to be passed is as follows.

"BE IT RESOLVED THAT:

1. Subject to regulatory approval, the Equity Incentive Compensation Plan 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; and
1. Any director or officer of the Company is hereby authorized and directed, acting for, in the name of, and on behalf of, the Company, to execute or cause to be executed, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer be necessary or desirable to carry out the intent of the foregoing resolution."

STATEMENT OF EXECUTIVE COMPENSATION

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (the "Form") and sets forth compensation for each of the NEOs (as defined herein) and directors of Thunderbird for the year ended June 30, 2023.

For the purposes of this Information Circular, the following terms will have the following meanings:

"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;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"NEO" or "Named Executive Officer" means each of the following individuals:

(a) the CEO;
(b) the CFO;
(c) in respect of the Company or its subsidiaries, the most highly compensated executive officer, other than the CEO and the CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of the Form, for that financial year; and
(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; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

NAMED EXECUTIVE OFFICERS

During the financial year ended June 30, 2023, the Company had three Named Executive Officers, being Jennifer Twiner McCarron, Chair and CEO, Barbara Harwood, CFO and Matt Berkowitz, President and Chief Creative Officer ("CCO") of the Company.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The Company believes the process and philosophy for determining director and executive compensation appropriately reflects the stage of development of the Company. In particular, for the financial year ended June 30, 2023, the Company retained the services of Hugessen

Consulting Inc. ("Hugessen") as independent compensation consultant to assist the compensation and governance committee (the "Compensation and Governance Committee") in fulfilling its duties and also relies on discussion amongst directors within the Company's Compensation and Governance Committee and with the complete Board. These discussions include consideration of corporate goals and objectives relevant to compensation payable to the members of the Board and each of the NEOs, including the CEO, as well as a comparison against relevant peer group companies.

Through its executive compensation practices, the Company seeks to provide value to the 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 the Company's executives to increase Shareholder value.

Role of the Compensation and Governance Committee

The Compensation and Governance Committee is responsible for reviewing the total compensation (including direct salary and bonuses, as well as incentive payments and sharebased incentives) paid to each NEO on an annual basis. The Compensation and Governance Committee is responsible for reviewing and considering corporate goals and objectives relevant to compensation for all NEOs, including those which are specific to the CEO, evaluating the performance of each NEO in light of those goals and objectives, and determining (or making recommendations to the Board with respect to) the level of compensation for the NEOs based on this evaluation. In considering NEOs other than the CEO, the Compensation and Governance Committee takes into account the recommendations of the CEO.

The Compensation and Governance Committee is also responsible for reviewing and submitting to the Board for its approval, the compensation to be paid to members of the Board on an annual basis.

Role of the Compensation Consultant and Related Fees

For the financial year ended June 30, 2023, the Company retained the services of Hugessen to assist the Compensation and Governance Committee in fulfilling its duties relating to compensation for Directors of the Company. Hugessen advised on matters related to, among other things, the overall compensation framework including the competitiveness and appropriateness of the Company's directorship compensation practices. Total fees paid to Hugessen for these compensation services during the financial year ended June 30, 2023, were $13,872.75.

BOARD OF DIRECTORS COMPENSATION

The Ownership Policy sets out the compensation policy for the Non-Executive Directors and replaced the prior compensation policy that was in effect from February 1, 2020 to December 31, 2022. For a description of the fees paid under the previous compensation policy for the period from July 1, 2022 to December 31, 2022, see description under the heading "Board of Directors Compensation" in the management information circular of the Company dated January 27, 2023, which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.

Effective January 1, 2023, compensation for the Non-Executive Directors for the year ended June 30, 2023 was set as follows

Annual Fee (1)(2) – All Directors	US$100,000(3)
Annual Fee (1) – Lead Director of the Board (Trachuk) (4)	US$15,000
Annual Fee (1) – Compensation and Governance Committee Chair (Michaelson)(5)	US$10,000
Annual Fee (1) – Chair of the Strategic Advisory Committee (Trachuk)(4)	US$15,000
Annual Fee (1) – Audit Committee Chair (Coulman)	US$15,000

Notes:

(1) All annual fees to be pro-rated for members of the Board or committee Chairs appointed mid-year. USD amounts were converted to Canadian dollars at the rate of US$1.00 = CA$1.34 on April 18, 2023, being the date the Ownership Policy was approved, for the fees payable for the period of January 1, 2023 to June 30, 2023.
(2) Mr. Henderson is employed by Voss and pursuant to the A&R Cooperation Agreement, has waived his right to receive compensation from the Company and is not subject to the share ownership requirements. Voss holds 6,578,823 Common Shares.
(3) Annual fees are paid 50% in cash paid monthly (which may be deferred into RSUs) and 50% in RSUs (which RSUs are required to be settled in Common Shares).
(4) Mr. Trachuk is not standing for re-election at the Meeting and will concurrently cease to be the Lead Director and Chair of the Strategic Advisory Committee.
(5) Ms. Michaelson is not standing for re-election at the Meeting and will concurrently cease to be Chair of the Compensation and Governance Committee.

For each additional committee a Non-Executive Director serves on (after the first), the Non-Executive Director shall be entitled to an additional fee of US$5,000 annually (paid in cash). No individual meeting fees are paid except to the extent that members of the Strategic Advisory Committee meet more than ten times as part of the strategic advisory process, then formal meetings of the Strategic Advisory Committee in excess of ten will entitle members to a per meeting fee of USD $1,000 (paid in cash).

In addition to cash compensation, independent members of the Board shall, from time to time, be entitled to receive Options or other forms of equity compensation as may be determined by the Board and as recommended by the Compensation and Governance Committee.

NAMED EXECUTIVE OFFICER COMPENSATION

In determining executive compensation, the Company relies on the experience and knowledge of the Board in terms of appropriate compensation for executive officers with similar abilities and experience. The Company's current executive compensation program consists of the following principal components: (a) base salary; (b) short term incentive compensation comprised of cash bonuses; and (c) long term incentive compensation comprised of (i) Options granted under the Stock Option Plan last approved by Shareholders on March 6, 2023; and (ii) RSUs and PSUs granted under the Equity Incentive Compensation Plan last approved by Shareholders on March 6, 2023. Together, these components support the Company's long-term development strategy and will be designed to address the following key objectives of its compensation program:

align executive compensation with the interests of the Shareholders;
attract and retain highly qualified management; and
focus performance by linking incentive compensation to the achievement of business objectives and financial and operational results.

When considering overall remuneration, the Compensation and Governance Committee considers factors such as current competitive market conditions and comparable compensation levels within the organization and outside the organization, with reference to companies within Thunderbird's peer group and other market data.

Base Salary

Base salaries are a fixed component of compensation to ensure that the Company remains competitive and continues to attract and retain qualified and experienced executives. The annual base salaries of the NEOs are paid pursuant to respective employment agreements between each individual and the Company.

Performance‐based Bonuses

Annual bonuses are designed to motivate executive officers to meet the Company's business objectives generally and the Company's annual financial performance targets in particular. Performance based bonuses are earned and measured with reference to the Company's financial performance, based in part on adjusted EBITDA. In addition, the Compensation and Governance Committee may provide recommendations on discretionary cash bonuses from time to time, which bonuses are a variable, or "at‐risk", component of compensation intended to pay for performance and support the Company's vision, mission and values. Discretionary bonuses are designed to reward those who have achieved exceptional performance and meet the objectives of the Company's compensation program by rewarding pay for performance. Recommendations on discretionary cash bonuses by the Compensation and Governance Committee take into consideration both individual and corporate performance measures, including financials, budgetary, projects and other initiatives. Such performance measures are based on a subjective assessment by the Compensation and Governance Committee in light of overall performance achieved during that year and are not based on objectively defined targets.

Option Based Awards and Long Term Incentives

The Stock Option Plan provides effective incentives to directors, officers and senior management personnel and consultants of the Company and enables 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 Shareholders. 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 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 Options are taken into account when considering new grants. The Company has no equity compensation plans other than the Stock Option Plan and the Equity Incentive Compensation Plan.

The Stock Option Plan is administered by the Board or the Compensation and Governance Committee. At the present time, Option grants are approved by either the Board or the Compensation and Governance Committee. It is the responsibility of the granting party to determine:

(a) persons entitled to receive the Option grant;
(b) the number of Options to be granted;
(c) the exercise price, which shall not be less than market price for the Common Shares at the date of grant;
(d) an expiry date of no more than ten years after the date of the grant; and
(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 Options is equal to 10% of the issued Common Shares from time to time, less any Common Shares issuable pursuant to other compensation arrangements (i.e. the Equity Incentive Compensation Plan).

The purpose of the Equity Incentive Compensation Plan is: (i) to promote accountability and provide significant alignment between eligible Participants (as defined below) and the growth objectives of the Company; (ii) to associate a portion of Participants' compensation with the performance of the Company over the long term; and (iii) to attract, motivate and retain the critical directors and employees to further the success of the Company. The Equity Incentive Compensation Plan is intended to provide the Company with the additional overall flexibility of a variety of incentives in addition to the traditional incentive of Common Share price appreciation under the Stock Option Plan. For the purposes of this section, capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Equity Incentive Compensation Plan.

The material terms of the Stock Option Plan and Equity Incentive Compensation Plan, respectively, are further detailed under the headings "Particulars of Other Matters to be Acted Upon – Re-Approval of the Stock Option Plan", "Particulars of Other Matters to be Acted Upon – Re-Approval of the Equity Incentive Compensation Plan", and "Statement of Executive Compensation – Named Executive Officer Compensation – Option Based Awards and Long Term Incentives".

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION (EXCLUDING COMPENSATION SECURITIES)

The following table sets out certain information respecting the compensation paid to and/or earned by each director and Named Executive Officer of the Company for the financial years

ended June 30, 2023 and 2022:

Name and Position	Year	Salary,consultingfee, retainerorcommission($)	Bonus($)	Committeeand meetingfees($)	Value ofperquisites($)	Value of allothercompensation($)	Totalcompensation($)
Jennifer Twiner
McCarron	2023	578,908	504,974	Nil	Nil	Nil	1,083,882
Chair and CEO(1)	2022	666,094	700,000	Nil	Nil	Nil	1,366,094
Barb Harwood	2023	436,202	Nil	Nil	Nil	637,500 (2)	1,073,702
CFO (2)	2022	316,378	75,000	Nil	Nil	Nil	391,378
Matt Berkowitz	2023	957,130	452,010	Nil	Nil	Nil	1,409,140
President and CCO(3)	2022	721,335	157,293	Nil	94,283.84(4)	Nil	972,912.84
Asha Daniere	2023	Nil	Nil	31,471(6)	Nil	Nil	31,471
Director (5)	2022	Nil	Nil	Nil	Nil	Nil	Nil
Azim Jamal	2023	Nil	Nil	59,680(6)	Nil	Nil	59,680
Director	2022	Nil	Nil	51,000	Nil	Nil	51,000
Jérôme Levy	2023	Nil	Nil	72,650(6)	Nil	Nil	72,650
Director (7)	2022	Nil	Nil	27,710	Nil	Nil	27,710
Linda Michaelson	2023	Nil	Nil	68,821(6)	Nil	Nil	68,821
Director (8)	2022	Nil	Nil	49,000	Nil	Nil	49,000
Lisa Coulman	2023	Nil	Nil	21,772(6)	Nil	Nil	21,772
Director (9)	2022	Nil	Nil	Nil	Nil	Nil	Nil
Mark Trachuk	2023	Nil	Nil	55,243(6)	Nil	Nil	55,243
Lead Director (5)(8)	2022	Nil	Nil	Nil	Nil	Nil	Nil
Brian Paes-Braga	2023	Nil	Nil	Nil	Nil	Nil	Nil
Former Director(10)	2022	55,208	Nil	16,667	Nil	Nil	71,875
Marni Wieshofer	2023	Nil	Nil	90,830	Nil	269,938	360,768
Former Interim Chair(11)	2022	Nil	Nil	233,044	Nil	Nil	233,044
Frank Giustra	2023	Nil	Nil	23,185	Nil	Nil	23,185
Former Director(12)	2022	Nil	Nil	48,000	Nil	Nil	48,000
Paul Sparkes	2023	Nil	Nil	Nil	Nil	Nil	Nil
Former Director (13)	2022	Nil	Nil	28,833	Nil	Nil	28,833

Notes:

(1) The table above reflects compensation paid to and/or earned by Ms. Twiner McCarron in her capacity as CEO for the financial year ended June 30, 2023. No additional compensation was paid or earned for her role as a director. The "value of all other compensation" reflects the bonus amount payable to Ms. Twiner McCarron in Common Shares for the respective financial year. Ms. Twiner McCarron was appointed Chair of the Board effective January 19, 2023. The bonus payment to Ms. Twiner McCarron in the financial year ended June 30, 2023 (reflected in the "Bonus" column) was a nondiscretionary bonus of 80% of Ms. Twiner McCarron's base salary, payable in accordance with the Twiner McCarron Agreement (as defined below). See the description of the Twiner McCarron Agreement under the heading "Employment, Consulting and Management Agreements".
(2) The table above reflects compensation paid to and/or earned by Ms. Harwood in her capacity as CFO for the financial year ended June 30, 2023. The bonus amount of $75,000 in 2022 reflects the bonus earned by Ms. Harwood for 2022, which was paid to Ms. Harwood subsequent to the financial year ended June 30, 2022. The Company also made a onetime settlement payment to Ms. Harwood in the financial year ended June 30, 2023 (reflected in "all other compensation") upon termination of her employment agreement, in recognition of her length of service to the Company.
(3) The table above reflects compensation paid to and earned by Mr. Berkowitz in his capacity as President and CCO for the financial year ended June 30, 2023. Mr. Berkowitz was paid in United States dollars, which has been translated to Canadian dollars for the purposes of the above table using the quarterly average exchange rates applied to the quarterly compensation throughout the year.
(4) On December 16, 2021, Mr. Berkowitz received a non-interest bearing loan to cover taxes payable in respect of the exercise of certain Options. This amount was paid in United States dollars and has been translated to Canadian dollars at the rate of US$1.00 = CA$1.29126 for the purposes of the above table**.** Upon recommendation of the Compensation and Governance Committee, the Board approved the forgiveness of this loan to Mr. Berkowitz on October 4, 2023.
(5) Ms. Daniere and Mr. Trachuk were appointed as directors effective January 19, 2023.
(6) Reflects the compensation paid pursuant to (i) the prior compensation policy for the period from July 1, 2022 to December 31, 2022 and (ii) the Ownership Policy for the period from January 1, 2023 to June 30, 2023, and in each case a pro rated amount was paid for the period so covered.
(7) Mr. Levy was appointed as a director effective January 12, 2022.
(8) Ms. Michaelson and Mr. Trachuk are not standing for re-election at the Meeting.
(9) Ms. Coulman was appointed as a director effective March 28, 2023.
(10) Mr. Paes-Braga resigned as a director effective December 6, 2021. Mr. Paes-Braga received an annual consulting fee (from July 1, 2020 to March 18, 2021 in the amount of $210,000, which was reduced to $132,500 on March 19, 2021), paid to two private corporations controlled by Mr. Paes-Braga.
(11) Ms. Wieshofer was paid in United States dollars, which has been translated to Canadian dollars for the purposes of the above table at exchange rates in effect at the transaction dates. Ms. Wieshofer was appointed interim Chair of the Board on December 6, 2021 and she resigned as a director effective January 19, 2023. Pursuant to a separation agreement between Ms. Wieshofer and the Company dated January 19, 2023, Ms. Wieshofer received, among other things, (i) an allinclusive separation payment in the amount of US$200,000, inclusive of applicable taxes, payable in four equal instalments, (ii) an extension of the benefits provided by the Company to Ms. Wieshofer under the Company's benefit plan for one year following her resignation and (iii) an extension to the exercise period for the Options held by Ms. Wieshofer to permit the exercise of such Options for up to one year following resignation (being January 19, 2024).
(12) Mr. Giustra resigned as a director effective January 19, 2023.
(13) Mr. Sparkes resigned as a director effective December 6, 2021.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

Particulars of the compensation securities granted or issued to each director by the Company during the year ended June 30, 2023 for services provided or to be provided, directly or indirectly, to the Company are set out below:

Compensation Securities
Name andPosition	Type ofcompensation security(1)	Number ofcompensationsecurities,Date ofnumber ofissue orunderlyinggrantsecurities, andpercentage ofclass(2)	Issue,conversion orexercise price	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant	Closingprice ofsecurity orunderlyingsecurity atyear end (3)	Expiry date
				($)	($)	($)
Asha DaniereDirector	RSUs	18,6600.04%	April 19,2023	N/A	3.76	3.52	N/A
	Options	40,0000.08%	March 6,2023	3.40	3.40	3.52	March 6,2030
Azim JamalDirector	RSUs	18,6600.04%	April 19,2023	N/A	3.76	3.52	N/A
Jérôme LevyDirector	RSUs	18,6600.04%	April 19,2023	N/A	3.76	3.52	N/A
LindaMichaelsonDirector (4)	RSUs	18,6600.04%	April 19,2023	N/A	3.76	3.52	N/A
Lisa CoulmanDirector	RSUs	18,6600.04%	April 19,2023	N/A	3.76	3.52	N/A
	Options	40,0000.08%	March 29,2023	3.50	3.35	3.52	March 29,2030
Mark TrachukLead Director (4)	RSUs	18,6600.04%	April 19,2023	N/A	3.76	3.52	N/A
	Options	40,0000.08%	March 6,2023	3.40	3.40	3.52	March 6,2030

Notes:

(1) Each Option entitles the holder to acquire one Common Share upon exercise. The Options vest ¼ on the date of grant and ¼ on each of the first, second and third anniversaries.

(2) Percentage based on 50,183,987 Common Shares outstanding.
(3) Reflects the closing price of the Common Shares on the TSXV on June 30, 2023, the last trading day in the financial year ended June 30, 2023.
(4) Ms. Michaelson and Mr. Trachuk are not standing for re-election at the Meeting.

The Company did not grant or issue any compensation securities to Named Executive Officers during the year ended June 30, 2023.

The following table sets forth the compensation securities held by each director and Named Executive Officer of the Company as at June 30, 2023:

	Type ofCompensationSecurity	Number ofCompensationSecurities	Exercise Price($)
Jennifer Twiner McCarronChair and CEO	Options(1)	600,000	2.00
Barb HarwoodCFO	Options(1)	75,000	2.00
Matt Berkowitz	Options(1)	330,000	3.00
President and CCO		60,000	2.00
Asha Daniere	Options(1)	40,000	3.40
Director	RSUs(2)	18,660	N/A
Azim Jamal	Options(1)	40,000	2.00
Director	RSUs(2)	18,660	N/A
Jérôme Levy	Options(1)	40,000	4.27
Director	RSUs(2)	18,660	N/A
Linda Michaelson	Options(1)	40,000	3.95
Director (3)	RSUs(2)	18,660	N/A
Lisa Coulman	Options(1)	40,000	3.50
Director	RSUs(2)	18,660	N/A
Mark Trachuk	Options(1)	40,000	3.40
Lead Director (3)	RSUs(2)	18,660	N/A

Notes:

(1) Each Option entitles the holder to acquire one Common Share upon exercise. The Options vested ¼ on the date of grant and ¼ on each of the first, second and third anniversaries.

(2) The RSUs vest in full on the one year anniversary of the grant date, being April 19, 2024.

(3) Ms. Michaelson and Mr. Trachuk are not standing for re-election at the Meeting.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

During the financial year ended June 30, 2023 the following directors or Named Executive Officers of the Company exercised compensation securities of the Company:

Exercise of Compensation Securities by Directors and NEOs
Name andPosition	Type ofcompensationsecurity	Number ofunderlyingsecuritiesexercised	Exerciseprice persecurity($)	Date ofexercise	Closingprice persecurity ondate ofexercise($)	Differencebetweenexercise priceand closingprice on date ofexercise($)	Total value onexercise date($)

JenniferTwinerMcCarronChair andCEO	Options	75,000	2.00	November28, 2022	3.15	1.15	86,250
		80,000		January12, 2023	3.47	1.47	117,600
		37,500			February7, 2023	3.94	1.94	72,750
		62,500			March 9,2023	3.85	1.85	115,625
		100,000		March 27,2023	3.37	1.37	137,000
		50,000		May 30,2023	3.50	1.50	75,000

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

See the disclosure above under the headings "Particulars of Other Matters to be Acted Upon – Re-Approval of the Stock Option Plan" for a description of the Company's Stock Option Plan.

See the disclosure above under the headings "Particulars of Other Matters to be Acted Upon – Re-Approval of the Equity Incentive Compensation Plan", and "Statement of Executive Compensation – Named Executive Officer Compensation – Long Term Incentives" for a description of the Equity Incentive Compensation 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, 2023.

Jennifer Twiner McCarron, Chair and CEO

Thunderbird and Ms. Twiner McCarron are parties to an employment agreement (the "Twiner McCarron Agreement") dated July 1, 2021. The agreement provides for a signing bonus of $150,000, a base salary of $550,000 per year and the payment of an annual bonus to be paid in cash. For the financial years ended June 30, 2023 and 2024, this performance bonus is based on a sliding scale of consolidated adjusted EBITDA actual results in comparison with the projected consolidated adjusted EBITDA, with a floor of 80% of her base salary and a ceiling of 120% of her base salary. Ms. Twiner McCarron is also eligible to receive a discretionary bonus in addition to the performance bonus described above, in the event of an outsized performance by the Company, whether in financial results or share price.

Ms. Twiner McCarron is entitled to be granted Options as determined by the Board from time to time and in accordance with the 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. The estimated incremental payment to Ms. Twiner McCarron that are triggered by, or result from, a termination without cause is approximately $990,000.

If Ms. Twiner McCarron's employment is terminated within 12 months after a change of control (defined in the Twiner McCarron Agreement generally as including the sale of all substantially all of the assets of Thunderbird, the acquisition by any person of Common Shares exceeding 51% of the then issued and outstanding Common Shares, the amalgamation or merger of Thunderbird with another entity other than an amalgamation or merger where the existing Shareholders 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 onehalf 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. The estimated incremental payment to Ms. Twiner McCarron that is triggered by, or results from, a change of control is approximately $1,485,000.

Barb Harwood, CFO

Thunderbird and Ms. Harwood were parties to an employment agreement (the "Harwood Agreement") dated June 1, 2015, which agreement came to an end December 31, 2022. The Harwood Agreement provided for a base salary of $300,000 per year and the payment of an annual bonus at the discretion of the Board. Eligibility to receive any bonus was 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 was entitled to be granted Options to acquire Common Shares as determined by the Board from time to time and in accordance with Thunderbird's existing Stock Option Plan. Ms. Harwood and her dependents were entitled to employee benefits generally provided by Thunderbird to full time salaried employees.

As of the date of this Information Circular, the Company has not negotiated a new written employment agreement with Ms. Harwood following the termination of the Harwood Agreement; however, Ms. Harwood remains an employee of the Company and continues to act as CFO in exchange for a monthly fee of $40,000.

Matt Berkowitz, President and CCO

Atomic Cartoons (USA) Inc., a wholly owned subsidiary of the Company, and Mr. Matt Berkowitz are parties to an employment agreement (the "Berkowitz Agreement") dated September 17, 2017, as amended November 5, 2018 and April 27, 2020, pursuant to which Mr. Berkowitz provides his services as President and CCO of the Company. The Berkowitz Agreement, as amended, provides for a base salary of US$600,000 per year and the payment of a commission based on successful project development and financing and net profits from those productions to which he is entitled to the commission, in each case as specified in the Berkowitz Agreement. The commission currently is 1% of the gross budget for projects produced by the Company as a direct result of his efforts and for which he is predominately responsible for such project's development and financing.

Mr. Berkowitz is entitled to be granted Options to acquire Common Shares as determined by the Board from time to time and in accordance with Thunderbird's existing Stock Option Plan. Mr. Berkowitz and his dependents are entitled to the same employee benefits generally provided by Thunderbird to its senior executives.

Thunderbird may terminate Mr. Berkowitz's employment at any time without prior notice, pay in lieu of notice or severance compensation if Thunderbird has just cause for such termination.

Mr. Berkowitz may terminate his employment by giving Thunderbird no less than three months' written notice of termination and under such circumstances Thunderbird is not required to pay Mr. Berkowitz any additional compensation, including the commission, beyond that accrued due and owing as of the effective date of termination.

Thunderbird may terminate Mr. Berkowitz's employment without just cause and upon such termination must pay an amount equal to 12 months of Mr. Berkowitz's then current base salary The estimated incremental payment to Mr. Berkowitz that are triggered by, or result from, a termination without cause is approximately $774,780 (US$600,000).

If Mr. Berkowitz's employment is terminated within 12 months after a change of control, Mr. Berkowitz is entitled to an amount equal to 18 months of Mr. Berkowitz's then current base salary. The estimated incremental payment to Mr. Berkowitz that are triggered by, or result from, change of control is approximately $1,162,170 (US$900,000).

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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth aggregated information as at June 30, 2023, with respect to the compensation plan of the Company under which equity securities of the Company are authorized for issuance.

Plan Category		Number of Securities to beIssued Upon Exercise ofOutstanding Options,Warrants and Rights(a)	Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights (b)	Number of SecuritiesRemaining Available forFuture Issuance underEquity CompensationPlans (excludingsecurities reflected incolumn (a))(c)
Equity compensation plansapproved by securityholders	Stock Option Plan	3,148,500	2.68	(1)-
	Equity IncentiveCompensation Plan	111,960	Nil	(2)-
	Total	3,148,500	2.68	1,757,938
Equity compensation plansnot approved bysecurityholders		N/A	N/A	N/A
Total:		3,148,500	2.68	1,757,938

Notes:

(1) The aggregate number of Common Shares reserved for issuance in respect of all outstanding Options granted under the Stock Option Plan, together with any other compensation arrangements, cannot exceed 10% of the number of issued and outstanding Common Shares (on a non-diluted basis).
(2) The aggregate number of Common Shares available for issuance under the Equity Incentive Compensation Plan, together with any other compensation arrangements, shall not exceed 10% of the number of issued and outstanding Common Shares (on a non-diluted basis).

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

The following table sets forth the indebtedness of each Director or executive officer who is, or at any time since the beginning of the most recently completed financial year has been indebted to the Company or any of its subsidiaries. No Director or executive officer has any indebtedness to another entity which is the subject of a guarantee, support agreement, letter of credit, or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

Aggregate Indebtedness($)
Purpose	To the Company or itsSubsidiaries	To Another Entity
Share purchases	-	-
Other	94,283.84(1)	-

Note:

(1) On December 16, 2021, Mr. Berkowitz received a non-interest bearing loan to cover taxes payable in respect of the exercise of certain Options. This amount was paid in United States dollars and has been translated to Canadian dollars at the rate of US$1.00 = CA$1.29126 for the purposes of the above table**.** Upon recommendation of the Compensation and Governance Committee, the Board approved the forgiveness of this loan to Mr. Berkowitz on October 4, 2023.

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 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% 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 otherwise disclosed herein, 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, 2022 or in a proposed transaction which has materially affected or would materially affect the Company.

See "Election of Directors – Advance Notice Provisions" for a description of the Cooperation Agreement between the Company and Voss.

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 Audit 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".

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.sedarplus.ca. Copies of the Financial Statements and management discussion and analysis can be found under the Company's profile on SEDAR+ at www.sedarplus.ca or 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. Financial information is provided in the Company's comparative annual financial statements and management discussion and analysis for its most recently completed financial year.

DIRECTOR APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, this 10th day of November, 2023.

(signed) "Jennifer Twiner McCarron" Jennifer Twiner McCarron Chair and Chief Executive Officer

SCHEDULE "A" THUNDERBIRD ENTERTAINMENT GROUP INC.

FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE

ITEM 1: 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 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:

(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.
(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.
(c) Review any internal control reports prepared by management and the evaluation of such report by the external auditors, together with management's response.
(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.
(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.

(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.
(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.
(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.
(i) Establish procedures for:
- (i) the receipt, retention and treatment of complaints received by Thunderbird regarding accounting, internal accounting controls or auditing matters; and
- (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:

(a) Require the external auditor to report directly to the Committee.
(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.
(c) Review, annually, the performance of the external auditor.
(d) Review and confirm the independence of the external auditor.
(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.
(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.
(b) Review the results of the annual audit with the external auditors, including matters related to the conduct of the audit.
(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.
(d) Ensure that all material written communications between Thunderbird and the external auditors are sent to the Committee.
(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.
(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

(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.
(b) Report regularly and on a timely basis to the Board on matters coming before the Committee.
(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:

(a) to seek any information it requires from any employee of Thunderbird in order to perform its duties;
(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;
(c) to set and pay the compensation for any advisors engaged by the Committee; and
(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 Lisa Coulman (Chair), Azim Jamal and Jérôme Levy. Each of the current members of the Audit Committee is "independent" as such term is defined in National Instrument 52-110 – Audit Committees (the "Instrument") of the Canadian Securities Administrators.

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.

Descriptions of the relevant education and experience of each member of the Audit Committee are set out below.

Lisa Coulman, CPA, CA & CPA (Illinois) (Chair)

Ms. Coulman is a senior financial and operational executive with a broad range of experience across multiple industries, including technology and entertainment & media. Ms. Coulman is currently the CFO of Nobul Technologies Inc., a high-growth AI Fintech company that was named the fastest growing Canadian technology company by Deloitte LLP. Previously, Ms. Coulman was an Audit Partner at PricewaterhouseCoopers LLP, for over 10 years, where she maintained a large portfolio of private and public clients in the technology, entertainment and retail industries. Ms. Coulman also has extensive board experience, in particular taking a leadership role on various finance, audit and governance committees. Ms. Coulman holds a B.A. Honours from the University of Waterloo and is a CPA, Chartered Accountant in Canada and a CPA in the United States.

Azim Jamal

Mr. Jamal is the CEO and founder of Pacific Reach, a diversified investment company. He has extensive experience managing and overseeing investments in several industries, including real estate, hospitality, healthcare and private equity. In addition to his responsibilities with the Pacific Reach group, Azim oversees the creative direction and strategy for the Company's Hospitality and Entertainment Division. Mr. Jamal is a member of the Young Presidents' Organization and a recipient of the Ernst & Young Entrepreneur of the Year Award. Mr. Jamal is a trained family physician and graduated as a Medical Doctor from the University of British Columbia.

Jérôme Levy

Jérôme Levy is Chairman of Vuelta Productions Ltd, a Private Equity backed European Studio focused on production and distribution. Vuelta has made 6 acquisitions since its launch. Prior to Vuelta, he was Vice Chairman of Archie Comics Publications ("Archie"), the company behind the comic book series of the same name as well as Netflix television series Riverdale and Chilling Adventures of Sabrina. At Archie, Jérôme oversaw aspects of TV and Film production, publishing, digital, international expansion, licensing and merchandising. He also negotiated production and licensing deals with Warner Brothers, Netflix and Spotify among others. Prior to joining Archie, Jérôme was a Managing Director of Houlihan Lokey's Technology, Media &

Telecom Group. He joined Houlihan Lokey after its acquisition of MESA, a boutique advisory firm specializing in digital and traditional media transactions, where he was a Co-Founder and Managing Partner. There, he spearheaded an array of investment banking, strategy and capital raising engagements for companies throughout the entertainment space. Mr. Levy began his career at Goldman Sachs International in London, where he worked on privatizations and M&A transactions. Mr. Levy holds a B.A. from Northwestern University and an MBA from The Wharton School of Business at the University of Pennsylvania.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company's most recently completed financial year 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 the commencement of the Company's most recently completed financial year 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 preapprove 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, and where applicable by the Audit Committee, on a case by case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees charged to the Company by the external auditor in each of the last two fiscal years are as follows:

Financial YearEnding	Audit Fees	Audit RelatedFees(1)	Tax Fees(2)	All Other Fees(3)	Total Fees
June 30, 2023	$448,174	$3,554	$213,750	$14,321	$679,799
June 30, 2022	$419,426	$16,024	$122,750	$26,084	$584,284

Notes:

(1) "Audit-Related Fees" include the fees billed in each of the last two financial years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees" above.
(2) "Tax Fees" include the fees billed in each of the last two financial years for professional services rendered to the Company's external auditor for tax compliance, tax advice and tax planning.
(3) "All Other Fees" include the fees billed in each of the last two financial years for products and services provided by the Company's external auditor, other than "Audit Fees", "Audit-Related Fees" and "Tax Fees" above.

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

The Company is committed to high standards of corporate governance. The board of directors of the Company (the "Board") and each of its committees have continued to refine the Company's governance policies and procedures in light of its current stage of development, as well as regulatory initiatives and standards for best practices. The Board will continue to review the Company's corporate governance practices on an ongoing basis in response to evolving standards.

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") the Company is required to disclose its corporate governance practices that have been adopted. The below discussion reflects the Company's disclosure in response to the requirements under Canadian securities laws.

ITEM 1. BOARD OF DIRECTORS

The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board, which is comprised of a majority of independent directors, as defined under NI 58-101. In addition, in camera meetings are held following every meeting of the Board without non-independent directors present. Ms. Twiner McCarron is the current Chair and is non-independent given she is the Chief Executive Officer of the Company. The Chair is responsible for managing the affairs of the Board, including ensuring it is organized properly, functions effectively, and meeting its obligations and responsibilities. The Chair works to ensure effective relations with the Board, shareholders, other stakeholders and the public. In light of the Chair being not independent, the Board appointed Mr. Mark Trachuk as the lead independent director (the "Lead Director") to provide independent leadership to the Board and support the Chair. Mr. Trachuk is not standing for re-election at the Meeting and therefore the Board will appoint another independent director to act as Lead Director following the conclusion of the Meeting. The Lead Director, as an independent director, among other things, presides over in camera sessions of the Board, as applicable, works to ensure that the independent directors are alert to their obligations and responsibilities and fully discharge their duties as independent directors, and acts as liaison between the Board, the Chair and management of the Company. The Company has adopted position descriptions for the Chair and the Lead Director.

A director who is independent has no direct or indirect material relationship with the Company, including a relationship which in the view of the Board could reasonably interfere with the directors' exercise of independent judgment. The Board has reviewed the independence of each director, including the new nominees.

After having reviewed the role and relationships of each director, the Board has determined that of the proposed nominees to the Board, each of Asha Daniere, Azim Jamal, Jérôme Levy and Lisa Coulman are "independent" as defined under NI 58-101. Jennifer Twiner McCarron is the Chief Executive Officer of the Company and Mr. Henderson is the director nominee of Voss Capital LLC, a significant shareholder that has entered into certain arrangements with the Company, and is not considered to be "independent."

ITEM 2. DIRECTORSHIPS

None of the directors of the Company or the proposed nominees are directors of any other reporting issuers.

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

While the Board has not implemented a "formal" orientation or continuing education process for new directors, any new directors are given the opportunity to individually meet with senior management to improve their understanding of the Company's business. There is also an onboarding process, where the Board of the Company briefs all new directors with the policies of the Board, and other relevant corporate and business information, and reference materials are provided, including corporate policies, constating documents and other Board materials.

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 (being a majority of not less than three quarters of the eligible votes cast at a meeting of shareholders) 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 is responsible for identifying individuals qualified to become new Board members and recommending 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.

ITEM 6. COMPENSATION

The Board conducts reviews with regard to directors' and officers' compensation once a year. In determining executive compensation, the Board relies solely on the experience and knowledge of its members in terms of appropriate compensation for executive officers with similar abilities and experience, as well as the services of an independent compensation consultant. See "Statement of Executive Compensation" for additional details on the Company's approach to compensation.

ITEM 7. OTHER BOARD COMMITTEES

On February 6, 2023, the Company established a Strategic Advisory Committee, which currently consists of three directors, including Ms. Twiner McCarron and two independent directors, being Mr. Trachuk and Ms. Daniere, with a mandate to assist the Board with assessing the Company's capital allocation strategy and evaluating all strategic opportunities to maximize value and make recommendations to the Board. Mr. Trachuk is not standing for reelection at the Meeting and will concurrently cease to be a member of the Strategic Advisory Committee.

ITEM 8. ASSESSMENTS

The Board 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.

AI assistant

Thunderbird Entertainment Group — AGM Information 2023

43831_rns_2023-11-17_d149580d-1488-48a0-9eff-c8d982e967aa.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

THUNDERBIRD ENTERTAINMENT GROUP INC.

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

NOTICE OF ANNUAL GENERAL AND SPECIAL 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.

THUNDERBIRD ENTERTAINMENT GROUP INC.

MANAGEMENT INFORMATION CIRCULAR

INFORMATION CONCERNING THE VIRTUAL MEETING

VOTING AT THE MEETING

HOW DO I ATTEND AND PARTICIPATE AT THE MEETING?

HOW DO I ASK A QUESTION AT THE MEETING?

IMPORTANT TECHNICAL REMINDERS FOR SHAREHOLDERS JOINING THE MEETING

You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible by attempting to login in early and do not use Internet Explorer.

GENERAL PROXY MATTERS

APPOINTMENT AND REVOCATION OF PROXIES

APPOINTMENT OF A THIRD PARTY AS PROXY

LEGAL PROXY – US BENEFICIAL SHAREHOLDERS

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

Request for Financial Statements

FIXING THE NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Information Concerning Nominees Submitted by Management

Cooperation Agreement

Share Ownership and Compensation Policy

Cease Trade Orders, Corporate And Personal Bankruptcies, Penalties And Sanctions

APPOINTMENT AND REMUNERATION OF AUDITOR

RE-APPROVAL OF THE STOCK OPTION PLAN

Shareholder Approval

Management recommends the re-approval of the Stock Option Plan and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR such resolution.

"BE IT RESOLVED THAT:

RE-APPROVAL OF THE EQUITY INCENTIVE COMPENSATION PLAN

Administration

Common Shares Issuable

Types of Awards

Restricted Share Units

Performance Share Units

Assignment, Termination or Cancellation of Awards

Death

Disability

Retirement

Termination other than as a Result of Death, Disability or Retirement

Corporate Reorganization

Change of Control of the Company

Amendment

Shareholder Approval

Management recommends the re-approval of the Equity Incentive Compensation Plan and, in the absence of instructions to the contrary, the persons named in the enclosed form of proxy intend to vote FOR such resolution.

"BE IT RESOLVED THAT:

STATEMENT OF EXECUTIVE COMPENSATION

NAMED EXECUTIVE OFFICERS

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Role of the Compensation and Governance Committee

Role of the Compensation Consultant and Related Fees

BOARD OF DIRECTORS COMPENSATION

NAMED EXECUTIVE OFFICER COMPENSATION

Base Salary

Performance‐based Bonuses

Option Based Awards and Long Term Incentives

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION (EXCLUDING COMPENSATION SECURITIES)

ended June 30, 2023 and 2022:

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Jennifer Twiner McCarron, Chair and CEO

Barb Harwood, CFO

Matt Berkowitz, President and CCO

PENSION PLAN BENEFITS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE DISCLOSURE

CORPORATE GOVERNANCE

Thunderbird Entertainment Group AGM Information 2023