Thunderbird Entertainment Group - AGM Information 2024

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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 12, 2024 Dated as of November 1, 2024

THUNDERBIRD ENTERTAINMENT GROUP INC.

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

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the shareholders of Thunderbird Entertainment Group Inc. (hereinafter called the “ Company ”) will be held on December 12, 2024 at 9:00 a.m. (Vancouver time) in a virtual only format via live audio webcast at https://web.lumiagm.com/202068662 (password: “thunderbird2024” (case sensitive)) where shareholders may attend and participate in the virtual Meeting for the following purposes:

to receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2024, and the auditor’s report thereon;
to fix the number of directors for the ensuing year at seven;
to elect the seven directors for the ensuing year;
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 Information Circular ” in the accompanying management information circular (the ”);
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;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the “ Omnibus Plan Resolution ”) to replace the existing stock option plan and equity incentive compensation plan of the Company, with an omnibus share compensation plan (the “ Omnibus Plan ”), as more particularly described under the heading “ Particulars of Other Matters to be Acted Upon – Approval of the Omnibus Plan ”, in the accompanying Information Circular;
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
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 25, 2024, 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/202068662, 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. The Company will notify shareholders of a change in the format, location, time or date of the Meeting without sending additional soliciting materials or updating proxy-related materials by issuing a news release announcing such 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.

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 10, 2024 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 1st day of November 2024. 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 7[th] Ave Vancouver, British Columbia V5Y 1L8

MANAGEMENT INFORMATION CIRCULAR

(containing information as at November 1[st] , 2024, unless indicated otherwise) For the Annual General and Special Meeting to be held on December 12, 2024

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 12, 2024 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 1L8.

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. The Company will notify shareholders of a change in the format, location, time or date of the Meeting without sending additional soliciting materials or updating proxy-related materials by issuing a news release announcing such 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.

INFORMATION CONCERNING THE VIRTUAL MEETING The Meeting will be held in a virtual only format via live audio webcast at https://web.lumiagm.com/202068662 (password: “thunderbird2024” (case sensitive) on December 12, 2024, 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 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. 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:

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 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.

You are a “Registered Shareholder” if you have a share certificate, or a DRS statement registered in your name representing the Common Shares.

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 “thunderbird2024” (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 “thunderbird2024” (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?

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/202068662 (password: “thunderbird2024” (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 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 do 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 highspeed, 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 12, 2024, 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 checkin 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.

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

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 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 10, 2024 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 10, 2024.

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 two thirds (66⅔%) 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”, together with their “associates” and “affiliates”, as such terms are 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 NonObjecting 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, and objecting beneficial owners will not receive such proxy related materials and voting instruction forms unless the objecting beneficial owner’s intermediary assumes the cost of delivery.

The Company is not relying on the “notice-and-access” delivery procedures outlined in National Instrument 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number of Class A Preferred Shares. The Common Shares are the only class of voting shares. As at October 25, 2024 (the “ Record Date ”), the Company had 49,817,587 Common Shares issued and outstanding, each share carrying the right to one vote.

The Class A Preferred Shares are considered “restricted securities” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations), as the Common Shares carry the right to vote while the holders of Class A Preferred Shares do not have the right to receive notice of, attend or vote at any meetings of the holders of Common Shares. Further, the holders of Class A Preferred Shares are not entitled to participate if a takeover bid is made for the Common Shares . 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.

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Name Number of Voting Securities Percentage of Voting Securities [(1)]
Voss Capital LLC (“ Voss ”) 8,346,223 [(2)] 16.75%
Frank Giustra 6,320,963 [(2) (3)] 12.69%
Notes:
(1) Based on 49,817,887 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 executive officers of the Company at any time since July 1, 2024;
(2) the proposed nominees for election as a director of the Company; or
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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) approving the Omnibus Plan (as defined below), (ii) reapproving the Stock Option Plan (as defined below) in the event the Omnibus Plan is not otherwise approved; and (ii) re-approving the Equity Incentive Compensation Plan (as defined below) in the event the Omnibus Plan is not otherwise approved, all as more particularly described “under the headings ““ Particulars of Other Matters to be Acted Upon – Re-Approval of the Equity Incentive Particulars of Other Matters to be Acted Upon – Re-Approval of the Stock Option PlanParticulars of Other Matters to be Acted Upon – Approval of Omnibus Plan ”, and ”, 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, 2024 (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, 2024 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, namely Jennifer Twiner McCarron, Asha Daniere, Azim Jamal, Jérôme Levy, Taylor Henderson, Lisa Coulman and David Lazzarato. All are being proposed for re-election at the Meeting. Accordingly, the Company is recommending that the number of directors of the Company be fixed at seven.

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

Management recommends fixing the number of directors at seven 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 seven.

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(3) any associate or affiliate of the foregoing persons,
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ELECTION OF DIRECTORS

Information Concerning Nominees Submitted by Management

Management has nominated seven 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. Advance Notice Provisions

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 10[th] 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 12, 2024, being the first business day following the 30[th] day prior to the date of the Meeting. Cooperation Agreement and A&R 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 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, 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 at each meeting of Shareholders, 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.

The Cooperation Agreement continued in force and effect until December 14, 2023, being the date of the Company’s last annual and special meeting of Shareholders (the “ 2023 Meeting ”). 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 2023 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 2023 Meeting, and that each of Ms. Michaelson and Mr. Trachuk would not stand for re-election at the 2023 Meeting. The A&R Cooperation Agreement also provided for the parties to appoint one mutually agreed independent director following the 2023 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 of the Company.

In exchange, Voss and Mr. Henderson 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 seven 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 Mr. Lazzarato, who was appointed to the Board on February 5, 2024.

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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:
No. of Voting Shares
Beneficially
Name, Province/State and Owned, or
Country of Residence and Positions Held with the Company Occupation or Employment within the Previous Present Principal Occupation and/or Principal Five Years [(1) ] Became a Date First Director Directed, Directly or Indirectly Controlled or [(1) ]
British Columbia, Canada Jennifer Twiner McCarron [(2) (5)] Inc. (2018 – Present). Chair and CEO of Thunderbird Entertainment Group October 1, 2018 15,000
Director, Chair and Chief Executive
Officer (“ CEO ”)
Azim Jamal British Columbia, Canada Director [(4)] Pacific Reach Properties Ltd., a holder and developer of residential, commercial and hotel real investment company (2016 - Present) and CEO of CEO, Pacific Reach Capital Ltd., a diversified October 30, 2018 3,170,866 [(3) ]
properties in Canada and the United States (2006 -
Present).
Jérôme Levy Paris, France Director [(4) (5)] (2023 to Present), a private equity backed European studio focused on production and distribution of film Chairman of Vuelta Productions Ltd. (“ Vuelta ”) January 12, 2022 18,660
and TV series. Prior to Vuelta, he was Vice
Chairman of Archie Comics Publications (2017 -
2022).
Lisa Coulman Ontario, Canada Director [(4) (5)] Inc. Chief Financial Officer at Nobul Technologies Inc. (2019 - 2024); President of L.J. Coulman Consulting (2018 - Present); Audit Partner at March 28, 2023 52,908
member and Chair of Resources & Audit Committee PricewaterhouseCoopers LLP (2004 - 2017); Board
for William Osler Health System (2016 - 2019).
Asha Daniere Ontario, Canada Director [(2) (5)] (January 2024 – Present), focused on finding new Strategic Advisor at Asha Daniere Prof. Corp. (2020 - Present); President at Serial Maven Studios January2023 19, 12,908
models for development, financing, production,
distribution and content monetization; Executive
Vice President of Legal and Business Affairs at Blue
Ant Media, Inc. (2012 - 2020).
Taylor Henderson Houston, Texas [(2) (5) (6)] Analyst at Voss Capital, LLC (2015 - Present). December 14, 2023 --
Director
David Lazzarato Ontario, Canada Director [(2) (4)] Chairman of Canopy Growth (2000 - Present); Board member and Chair of Risk and Sustainability Committee of Flutter Entertainment (2000 – 2024); Board member and Chair of Audit Committee of February 5, 2024 50,000
Poker Stars (2016 - 2020). Board Member and
Chair of Hamilton Health Sciences (2021 - 2023).
Notes:
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(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. David Lazzarato is the current Chair of the Company’s Strategic Advisory Committee.
(3) Of these Common Shares, 3,077,206 are held indirectly through Pacific Reach Properties Capital Ltd., over which Azim Jamal has control and beneficial ownership, and 93,660 are held directly by Azim Jamal.
(4) Committee. Denotes a current member of the Company’s Audit Committee. Lisa Coulman is the current Chair of the Company’s Audit
(5) Denotes a current member of the Company’s Compensation and Governance Committee. Jérôme Levy is the current Chair of the Company’s Compensation and Governance Committee.

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 restricted share units (“ 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 stock options (“ 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.

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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
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(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
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(6) Mr. Henderson is the director nominee of Voss. See description of the A&R Cooperation Agreement under “Cooperation Agreement” above.

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.

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 December 14, 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 (“ TSXV ”) corporate finance policies, the Stock Option Plan must be approved by the Company’s Shareholders on an annual basis. Therefore, the Shareholders will be 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.

A summary of some of the key provisions of the Stock Option Plan can be found at Schedule “B” of this Information Circular.

It is noted, however, that the Company’s Stock Option Plan and Equity Incentive Compensation Plan will be replaced by the Omnibus Plan, if the Omnibus Plan Resolution is approved. See “ Particulars of Other Matters to be Acted Upon – Approval of the Omnibus Plan ”.

Shareholder Approval

As of October 25, 2024, 49,817,587 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 4,981,758 Common Shares as of the date of this Information Circular).

Currently, there are 2,325,000 Options outstanding under the Stock Option Plan, each exercisable for one Common Share of the Company. There are 108,831 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 2,557,257 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:

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
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 December 14, 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. A summary description of the Equity Incentive Compensation Plan can be found at Schedule “C” of this Information Circular.

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 ”. It is noted, however, that the Company’s Stock Option Plan and Equity Incentive Compensation Plan will be replaced by the Omnibus Plan, if the Omnibus Plan Resolution is approved. See “ Particulars of Other Matters to be Acted Upon – Approval of the Omnibus Plan ”.

Shareholder Approval

As of the date of this Information Circular, there are 49,910,887 Common Shares outstanding. Currently, there are 2,325,000 Options outstanding under the Stock Option Plan, each exercisable for one Common Share of the Company. There are 108,831 RSUs outstanding under the Equity Incentive Compensation Plan. There are no PSUs outstanding under the Equity Incentive Compensation Plan. Accordingly, a total of 2,557,257 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 5.12% 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:
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
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

More specifically, within any 12 month period, the aggregate number of Common Shares reserved for issuance pursuant to Awards under the Omnibus Plan granted to:

(a) any one Participant shall not exceed 5% of the Common Shares then outstanding unless the Company has obtained disinterested shareholder approval;
(b) Insiders as a group in any 12 month period shall not exceed 10% of the then Common Shares the outstanding, unless the Company has obtained disinterested shareholder approval;
(c) any one consultant in any 12 month period shall not exceed 2% of the then issued and outstanding Common Shares then outstanding; and
(d) Investor Relations Service Providers as a group in any 12 month period shall not exceed 2% of the then issued and outstanding Common Shares.

In addition to the above, the aggregate number of Common Shares reserved for issuance pursuant to Awards under the Omnibus Plan granted to Insiders as a group at any point in time shall not exceed 10% of the then issued and outstanding Common Shares, unless the Company has obtained disinterested shareholder approval.

Investor Relations Service Providers may not receive any Awards other than Options and such Options must vest in stages over a period of not less than 12 months with no more than one-quarter of the Options vesting in any three-month period in accordance with the vesting requirements set out in the TSXV’s policies.

Subject to compliance with the policies of the TSXV, all outstanding awards or grants under the Stock Option Plan or the Equity Incentive Compensation Plan (the “ Predecessor Awards ”) shall continue to be outstanding, provided however that all Predecessor Awards will remain in force in accordance with their existing terms and be governed by, and subject to, the terms of the Stock Option Plan and the Equity Incentive Compensation Plan, as applicable. No further grants or awards will be made under either the Stock Option Plan or the Equity Incentive Compensation Plan.

In addition, for so long as the Common Shares are listed on the TSXV, no Awards (other than Options) may vest before one year from the date of issuance or grant, except as may be otherwise permitted in accordance with the applicable policies of the TSXV as they relate to a Participant’s death or such Participant ceasing to be an Eligible Person as a result of a change in control of the Company.

Eligible Participants

Pursuant to the terms of the Omnibus Plan, any “Eligible Person” selected by the Administrators to participate in the Omnibus Plan is eligible to receive Awards thereunder. For the purposes of the Omnibus Plan, “Eligible Persons” includes any Directors, Officers, Employees, Management Company Employees or Consultants of the Company or any of its subsidiaries, as well as any companies that are wholly-owned by such Eligible Persons. In addition to the foregoing, Consultant Companies and Eligible Charitable Organizations are also considered to be Eligible Persons within the meaning of the Omnibus Plan.

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.”

APPROVAL OF OMNIBUS PLAN

The Company previously adopted the rolling 10% Stock Option Plan, as well as an Equity Incentive Compensation Plan. Details and descriptions of each of the Stock Option Plan and the Equity Incentive Compensation Plan can be found in Schedules “B” and “C”, respectively, to this Information Circular. At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the “ Omnibus Plan Resolution ”) to replace the Stock Option Plan and Equity Incentive Compensation Plan, with an omnibus share compensation plan, as more particularly described under this heading “ Particulars of Other Matters to be Acted Upon – Approval of the Omnibus Plan ” (the “ Omnibus Plan ”). To become effective, the Omnibus Plan Resolution must be approved by a majority of the votes cast at the Meeting. Subject to the policies of the TSXV, the Omnibus Plan will thereafter be required to be ratified by the Shareholders at each annual general meeting and will continue to be effective until the date it is terminated by the Board in accordance with the Omnibus Plan.

The Board, in consultation with the Compensation and Governance Committee, determined it was desirable to implement a single equity incentive plan to govern all grants of Awards (as defined below) to eligible participants thereunder. By implementing a single streamlined plan, this will be more administratively efficient than operating under two distinct plans, and will also assist the Board to implement consistent treatment of awards upon the occurrence of various events, such as change of control, termination, etc. The Omnibus Plan also enlarges that suite of Awards (as defined below) available for grant, to include DSUs (as defined below) to eligible directors. Capitalized terms that are used but not otherwise defined within this section shall have the meaning given to them in the Omnibus Plan.

Administration

The Board and/or the Compensation and Governance Committee of the Board (the “ Administrators ”) are responsible for administering the Omnibus Plan. Subject to any of the limitations noted in the Omnibus Plan, the Administrators have full and exclusive discretionary power to, inter alia : (1) adopt rules and regulations for implementing the Plan; (2) determine the eligibility of persons to participate in the Omnibus Plan; (3) determine when Share Units, Options and Deferred Share Units to Eligible Persons (each, as defined in the Omnibus Plan) shall be awarded or granted, including with respect to quantity, vesting criteria or performance conditions, as applicable; (4) interpret and construe the provisions of the Omnibus Plan; and (5) make all other determinations and take all other actions as they determine to be necessary or desirable to administer and give effect to the Omnibus Plan.

Common Shares Issuable & Types of Awards

The Omnibus Plan is a “rolling up to 10%” omnibus plan pursuant to which the total number of Common Shares which may be issued pursuant to the exercise of RSUs, performance share units (“ PSUs ”, which are defined together with RSUs in the Omnibus Plan as “ Share Units ”), stock “options (“ Awards ”) awarded or granted under the Omnibus Plan, in the aggregate, is equal to up to a Options ”) or deferred share units (“ DSUs ”) (individually, an “ Award ” and or collectively maximum of 10% of the issued and outstanding Common Shares at the time of the award or grant.

Options

As mentioned above, the Administrators, in accordance with the applicable vesting requirements of the TSXV, shall determine the vesting criteria applicable to all Options and when any Option will become exercisable, including whether such Options shall be exercisable in instalments or pursuant to a vesting schedule. The Option Agreement will disclose any vesting conditions prescribed by the Administrators.

Under the Omnibus Plan, the Administrators also determine the Exercise Price of each Option, provided that the Exercise Price for a Common Share pursuant to any Option shall not be less than the Discounted Market Price on the Grant Date, and provided that in any event no Options shall be issued at an exercise price that is less than $0.05 per Share. The Omnibus Plan provides Participants with the option to exercise options on a cashless and net basis, in accordance with Policy 4.4 of the TSXV Corporate Finance Manual in effect from time to time.

The Omnibus Plan also provides for both the cashless exercise and net exercise of Options, subject in each case to the prior approval of the Administrators, and subject to, in the case of the former, the Common Shares being listed and posted for trading on an exchange or market that permits cashless exercise.

In the case of cashless exercises, Participants will not be required to deliver to the Administrators a cheque or other form of payment for the aggregate Exercise Price of the exercised Options. Rather, where the Company has an appropriate arrangement with a brokerage firm, the brokerage firm will loan money to the Participant to purchase the Common Shares underlying the Options (including the amount that the Company determines, in its discretion, is required to satisfy any withholding tax and source deduction remittance obligations in respect of the exercise of the Options), and the brokerage firm will then sell a sufficient number of Common Shares to cover such loaned amount in order to repay the loan made to the Participant. The brokerage firm will then receive an equivalent number of Common Shares from the exercise of the Options, and the Participant receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares (net of any brokerage commission or other expenses).

In the case of net exercises, which is only available to Participants who are not otherwise Investor Relations Service Providers, Participants may elect to surrender for cancellation to the Company any vested Options being exercised and the Company will issue to the Participant, as consideration for the surrender of such Options, that number of Common Shares (rounded down to the nearest whole Common Share) on a net issuance basis in accordance with the following formula below:

X = Y (A - B) A

where:

X = The number of Common Shares to be issued to the Participant in consideration for the net exercise of the Options;
Y = The number of vested Options with respect to the vested portion of the Option to be surrendered for cancellation; A = The VWAP of the Common Shares; and
B = The Exercise Price for such Options.

Share Units

The Administrators, subject to the TSXV rules, may determine: (1) the number and type of Share Units (i.e. RSUs and/or PSUs) to be awarded and credited to each Participant’s Award Account, (2) the vesting criteria applicable to the Share Units (provided that no vesting condition for a Share Unit granted to a Participant shall extend beyond December 15 of the third calendar year following the service year in respect of which the Share Units were granted) and, (3) in the case of PSUs, the Performance Conditions applicable to such PSUs.

After the vesting criteria of any Share Units awarded under the Omnibus Plan are satisfied, a Participant shall be entitled to receive and the Company shall issue or pay (at its discretion): (i) a lump sum payment in cash equal to the number of vested Share Units multiplied by the market price of the Common Shares traded on the TSXV on the payout date; (ii) the number of Common Shares required to be issued upon the vesting of such Share Units; or (iii) any combination of thereof. DSUs

The Administrators may fix, from time to time, a portion of the director fees that is to be payable in the form of DSUs. In addition, each Participant who is, on the applicable election date, a director who is not an employee (the “ Electing Person ”) may be given the right to elect to participate in the grant of additional DSUs. An Electing Person who elects to participate in the grant of additional DSUs shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “ Elected Amount ” shall be an amount, as elected by the director, in accordance with applicable tax law, between 0% and 100% of any director fees that are otherwise intended to be paid in cash (the “ Cash Fees ”).

DSUs shall vest on the date that is 12 months following the date of grant or issue and are settled on the date established in the Deferred Share Unit Agreement; provided, however, that in no event shall a DSU be settled prior to a Participant’s Termination Date, or, in the case of a Canadian Participant, later than one year following the date of the Canadian Participant’s Termination Date. In the case of a Participant other than a Canadian Participant, in no event shall a DSU be settled later than three years following the date of such Participant’s Termination Date.

Assignment, Termination or Cancellation of Awards

Unless specifically provided for in the Omnibus Plan, all Awards are non-transferable and nonassignable, and shall not be encumbered, pledged, hypothecated or otherwise disposed of other than by testamentary disposition or through the laws of intestate succession, in all cases subject to the policies of the TSXV. In addition, all Awards granted to any participant who is a Director, Officer, Employee, Management Company Employee or Consultant must expire within 12 months following the date on which such Participant ceases to be an Eligible Person within the meaning of the Omnibus Plan. Death

The Omnibus Plan provides that, on the death of a Participant, all vested Awards must be claimed by the heirs or administrators of the Participant within one year of the Participant’s death, in accordance with the policies of the TSXV; provided that, in the case of any U.S. Participants (as defined in the Omnibus Plan), any such Awards shall be treated in accordance with applicable laws of descent and distribution, but in any case shall not extend beyond the foregoing one year period.

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Administrators. For greater certainty, there can be no acceleration of the vesting
requirements applicable to Options granted to an Investor Relations Service Provider
without the prior written approval of the TSXV. Except as otherwise stated herein or
otherwise determined by the Administrators in their discretion or otherwise agreed to by
the Company in an employment agreement or consulting agreement with an Eligible
Person (provided such determination does not exceed a maximum of one year), or as
required under applicable employment standards legislation, upon the occurrence of an
Event of Termination in respect of a Participant, any vested Options granted to the
Participant that are available for exercise may be exercised only before the earlier of: (1)
the expiry of the Option; and (2) 90 days after the date of the Event of Termination.
� Any and all Common Shares corresponding to any vested Share Units in the Participant’s
Share Unit Account shall be issued as soon as practicable after the Event of Termination
to the former Participant. Any unvested Share Units in the Participant’s Share Unit Account
shall, unless otherwise determined by the Administrators in their discretion or otherwise
agreed to by the Company in an employment agreement or consulting agreement with an
Eligible Person or as required under applicable employment standards legislation, be
forfeited and cancelled; provided that the Administrators may, in their discretion (subject
to the policies of the TSXV), agree to waive vesting conditions applicable to a Share Unit
that is unvested at the time of an Event of Termination, and therefore deem such Share
Units to have vested on the date of the Event of Termination, which shall be settled and
shares delivered within the timeline established by the Administrators, provided that in the
case of a U.S. Participant, such Share Units shall be settled and shares delivered as soon
as practicable following the date of vesting of such Share Unit as set forth in the applicable
Share Unit Agreement, but in all cases within 60 days following such date of vesting;
provided that, no unvested Share Unit of a U.S. Participant shall vest prior to one year
from the date of issuance unless acceleration is in connection with a Change of Control,
or other similar transaction.
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Any and all Common Shares corresponding to any vested Deferred Share Units in the Participant’s DSU Account shall be issued as soon as practicable after the Event of Termination to the former Participant. Any unvested Deferred Share Units in the Participant’s DSU Account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Company in an agreement with an Eligible Person, or as required under applicable employment standards legislation, be forfeited and cancelled; provided that the Administrators may, in their discretion (subject to the policies of the TSXV), agree to waive vesting conditions applicable to a DSU that is unvested at the time of an Event of Termination, and therefore deem such DSU to have vested on the date of the Event of Termination, which shall be settled and shares delivered within the timeline established by the Administrators, provided that in the case of a U.S. Participant, the DSU shall settle in accordance with the election previously made by the participant.
Corporate Reorganization

The Omnibus Plan contains adjustment provisions with respect to outstanding Awards in cases of share reorganizations, special distributions, corporate reorganizations, etc.

Termination for Cause or Resignation without Good Reason

In the event that a Participant is terminated for Cause or otherwise resigns without Good Reason (each as defined in the Omnibus Plan), the consequences on outstanding Awards would be as follows:

Each Option held by the Participant, whether or not then exercisable, shall forthwith and automatically be cancelled and may not be exercised by the Participant. Notwithstanding the foregoing, if a Participant’s employment is terminated for Cause but they remain entitled to notice of termination or pay in lieu of notice under applicable employment standards legislation, each Option shall be forfeited on the latter of the Participant’s last day worked or the end of the period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given.
Each unvested Share Unit in the Participant’s Share Unit Account shall forthwith and automatically be forfeited by the Participant and cancelled. Notwithstanding the foregoing, if a Participant’s employment is terminated for Cause but they remain entitled to notice of termination or pay in lieu of notice under applicable employment standards legislation, each unvested Share Unit in the Participant’s Share Unit Account shall be forfeited on the latter of the Participant’s last day worked or the end of the period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given.
Any and all Common Shares corresponding to any vested Deferred Share Units in the Participant’s DSU Account shall be issued as soon as practicable after the Event of Termination (as defined in the Omnibus Plan). Any unvested Deferred Share Units in the Participant’s DSU Account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Company in an agreement with the Participant, or as required under applicable employment standards legislation, be forfeited and cancelled; provided that the Administrators may, in their discretion (subject to the policies of the TSXV), agree to waive vesting conditions applicable to a DSU that is unvested at the time of an Event of Termination, and therefore deem such DSU to have vested on the date of the Event of Termination, which shall be settled and shares delivered within the timeline established by the Administrators, provided that in the case of a U.S. Participant, the DSU shall settle in accordance with the election previously made by the participant.

Termination other than as a Result of Death, Termination for Cause or Resignation without Good Reason

In the event that an Event of Termination occurs with respect to a Participant and such Event of Termination does not involve the death of the Participant, the termination for Cause of the Participant, or the resignation by the Participant without Good Reason, the consequences on outstanding Awards would be as follows:

Any unvested Options shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Company in an employment agreement or consulting agreement with an Eligible Person, be forfeited and cancelled; provided that the Administrators may, in their discretion (subject to the policies of the TSXV, as well as applicable employment standards legislation), agree to vest an Option that is unvested at the time of an Event of Termination, on the timeline established determined by the

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Change of Control

The Omnibus Plan provides that, subject to the policies of the TSXV and unless otherwise determined by the Administrators in their sole discretion, if a Change of Control occurs, any or all unvested Share Units, any or all Options (whether or not currently exercisable) and any or all unvested Deferred Share Units shall automatically vest or become exercisable, as applicable, such that Participants under the Plan shall be able to participate in the Change of Control transaction, including, at the election of the holder thereof, by surrendering such Share Units, Options and Deferred Share Units to the Corporation or a third party or exchanging such Share Units, Options or Deferred Share Units, for consideration in the form of cash and/or securities, to be determined by the Administrators in their sole discretion.

Credits for Dividends

Subject to the terms of the Omnibus Plan, whenever cash or other dividends are paid on Common Shares, additional Share Units or Deferred Share Units, as applicable, will be automatically granted to each Participant who holds Share Units or Deferred Share Units, as applicable, on the record date for such dividends. The number of such Share Units or Deferred Share Units (rounded to the nearest whole Share Unit or Deferred Share Unit, as applicable) to be credited to such Participant as of the date on which the dividend is paid on the Common Shares shall be an amount equal to the quotient obtained when (i) the aggregate value of the cash or other dividends that would have been paid to such Participant if the Participant’s Share Units or Deferred Share Units, as applicable, as of the record date for the dividend had been Common Shares, is divided by (ii) the Market Price of the Common Shares as of the date on which the dividend is paid on the Common Shares; provided that, notwithstanding the foregoing, for so long as the Common Shares are listed on the TSXV, under no circumstances shall the Market Price be less than $0.05. Share Units and Deferred Share Units granted to a Participant pursuant to the foregoing shall be subject to the same vesting conditions (time and performance (as applicable)) as the Share Units and the Deferred Share Units, as applicable, to which they relate.

However, notwithstanding the foregoing, in the event that the number of Share Units or the Deferred Share Units, as applicable, to be granted in accordance with the above paragraph would result in the number of Common Shares issuable pursuant to all Awards exceeding the limits prescribed in Section 2.3 of the Omnibus Plan, such Share Units or Deferred Share Units, as applicable, shall not be granted and the Administrators may determine, in their sole discretion, to make a cash payment to the Participant in lieu thereof equal to the aggregate value determined pursuant to the above paragraph.

Amendment

The Board may amend the Omnibus Plan or any Award granted thereunder at any time without the consent of the Participants, provided that such amendment shall:

(a) not adversely alter or impair any Share Unit previously awarded or any Option previously granted or any DSU previously awarded except as permitted by the provisions of the Omnibus Plan, and, with respect to Share Units, Options and DSU of U.S. Participants, such amendment will not result in the imposition of taxes under Section 409A of the U.S. Internal Revenue Code;

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(b) be subject to any regulatory approvals including, where required, the approval of the TSXV;
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(c) be subject to shareholder approval, where required by the requirements of the TSXV, provided that shareholder approval shall not be required for the following amendments:
i. amendments of a “housekeeping nature”, including any amendment that is necessary to comply with applicable laws, tax or accounting provisions or the requirements of any regulatory authority or stock exchange and any amendment to correct or rectify any ambiguity, defective provision, error or omission therein, including any amendment to any definitions therein; and
ii. amendments that are necessary or desirable for Awards to qualify for favourable treatment under any applicable tax law; and
(d) be subject to disinterested shareholder approval in the event of any reduction in the Exercise Price, or the extension of the term, of any Option granted under the Plan to an Insider.
Subject to the approval of the TSXV (if applicable), shareholder approval is required for any amendment to the Omnibus Plan in circumstances where the amendment would:
(a) change from a fixed maximum percentage of issued and outstanding Common Shares to a fixed maximum number of Common Shares;
(b) increase the limits of the number of Common Shares issuable under the Omnibus Plan;
(c) reduce the Exercise Price of any Option (including any cancellation of an Option for the purpose of reissuance of a new Option at a lower Exercise Price to the same person); or
(d) extend the term of any Option beyond the original term (except if such period is being extended by virtue of the extension of the term of an Option due to the expiry date falling within a Blackout Period, in the case of non-U.S. Participants).

The foregoing is only a summary of the Omnibus Plan. A copy of the Omnibus Plan is available on SEDAR+ at www.sedarplus.ca and is attached as Schedule “A” to this Information Circular.

any one director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents, agreements and instruments, and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such documents, agreements or instruments or the doing of any such act or thing; and
notwithstanding that these resolutions have been passed by the shareholders of the Company, the board of directors of the Company be and are hereby authorized and empowered, without further approval of the shareholders of the Company, to revoke this resolution at any time.”

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, 2024.

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:

Shareholder Approval

(a) the CEO;

Management recommends the approval of the Omnibus 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 approval of the Omnibus Plan. The text of the Ordinary Resolution to be passed is as follows.

“BE IT RESOLVED THAT:
the adoption of the Company’s omnibus share compensation plan as attached to the Company’s Information Circular dated November 1, 2024 as Schedule “A” (the “ Omnibus Plan ”) be and is hereby ratified, confirmed, authorized and approved, subject to such amendments as may be required by the TSX Venture Exchange, or as otherwise approved by the board of directors of the Company;

NAMED EXECUTIVE OFFICERS

During the financial year ended June 30, 2024, the Company had five Named Executive Officers, being Jennifer Twiner McCarron, Chair and CEO, Simon Bodymore, CFO, Richard Goldsmith, President of Global Distribution and Consumer Products of the Company, Barb Harwood, Former CFO and Matt Berkowitz, Former President and Former Chief Creative Officer (“ CCO ”).

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.

Through its executive compensation practices, the Company seeks to provide value to the Shareholders through 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.

(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.

30 BOARD OF DIRECTORS COMPENSATION

Compensation for the Non-Executive Directors for the year ended June 30, 2024 was set as follows:

follows:
Annual Fee(1) (2)– All Directors	US$100,000(3)
Annual Fee(1)– Lead Director of the Board (Daniere)	US$15,000
Annual Fee(1)– Compensation and Governance Committee Chair (Levy)	US$10,000
Annual Fee(1)– Chair of the Strategic Advisory Committee (Lazzarato)	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 for the fees paid from July 1, 2023 to December 31, 2023 and at a rate of US$1.00 = CA$1.36 for the fees paid from January 1, 2024 to June 30, 2024.
(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 8,346,223 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).

For each additional committee a Non-Executive Director serves on (after the first), the NonExecutive Director shall be entitled to an additional fee of US$5,000 annually (paid in cash). Board members serving on the Special Committee (which was established on April 3, 2024, consisting of Mr. Lazzarato, Mr. Henderson and Ms. Daniere, and disbanded as of October 8, 2024) were compensated with an additional fee of US$2,500 per month from January 1, 2024, to June 30, 2024.

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

The Company relies on the experience and knowledge of the Board, and, more specifically, the members of the Compensation and Governance Committee, for determining 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 December 14, 2023; and (ii) RSUs and PSUs granted under the Equity Incentive Compensation Plan last approved by Shareholders on December 14, 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.

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.

Short-Term Incentive Compensation

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 entirely on adjusted earnings before interest, taxes, depreciation and amortization (“ AEBITDA ”). In addition to such performance-based bonuses, the Board (with regard to recommendations from the Compensation and Governance Committee) may also 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 (or the Omnibus Plan, if the Omnibus Plan Resolution is approved) 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 (or the Omnibus Plan, if the Omnibus Plan Resolution is approved) is an important part of the Company’s longterm incentive strategy for its executive officers. The Stock Option Plan (or the Omnibus Plan, if the Omnibus Plan Resolution is approved) is intended to reinforce commitment to long-term growth in profitability and Shareholder value. The size of Option grants to officers is largely a subjective decision, based in part 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; however, assuming the adoption of the Omnibus Plan in accordance with the Omnibus Plan Resolution, both the Stock Option Plan and the Equity Compensation Plan would be replaced in their entirety by the Omnibus 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 purpose of the Omnibus Plan is to advance the interests of the Company, its subsidiaries and its shareholders by: (i) ensuring that the interests of Eligible Persons (as defined therein) are aligned with the success of the Company and its subsidiaries; (ii) encouraging stock ownership by Eligible Persons; and (iii) providing compensation opportunities to attract, retain and motivate Eligible Persons.

The material terms of the Omnibus Plan, the Stock Option Plan and the Equity Incentive Compensation Plan, respectively, are further detailed under the headings “ Particulars of Other Matters to be Acted Upon – Approval of the Omnibus Plan ”, “ 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 ”.

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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, 2024 and 2023:

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Salary,
fee, retainer consulting Committee Value of all
Name and Position Year commission or Bonus and meeting fees perquisites Value of compensation other compensation Total
($) ($) ($) ($) ($) ($)
Jennifer Twiner McCarron 2024 513,333 396,000 Nil Nil 49,653 958,986
CEO and Chair [(1)] 2023 578,908 504,974 Nil Nil 51,232 1,135,114
Simon Bodymore CFO [(2)] 220024 23 135,Nil 421 Nil Nil Nil Nil Nil Nil 8,Nil 721 144Nil ,142
Richard Goldsmith
President of Global 2024 695,042 44,730 Nil Nil 60,303 800,075
Distribution and
Consumer Products [(4)] 2023 709,080 73,040 Nil Nil 53,635 835,755
Barb Harwood 2024 304,000 96,000 Nil Nil 280,181 680,181
Former CFO [(3)] 2023 436,202 Nil Nil Nil 684,253 1,120,455
Matt Berkowitz Former President and 2024 846,655 72,187 Nil Nil 70,452 989,294
Former CCO Asha Daniere [(4) (5)] 2200224 3 808,Nil 433 452Nil ,010 119,Nil 452 [(7) ] Nil Nil 170,Nil 794 111,439,14,2532 7
Lead Director Azim Jamal Director [(6)] 222000224 233 Nil Nil Nil Nil Nil Nil 3659,68017,,471 430 [(7)][(7)][(7)] Nil Nil Nil Nil Nil Nil 3659,68017,,471 430
Jérôme Levy Director 220024 23 Nil Nil Nil Nil 7772,,650420 [(7)][(7)] Nil Nil Nil Nil 7772,,650420
Taylor Henderson Director [(8)] 220024 23 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
David Lazzarato 2024 Nil Nil 55,993 [(7)] Nil Nil 55,993
Director [(9)] 2023 Nil Nil Nil Nil Nil Nil
Lisa Coulman 2024 Nil Nil 91,052 [(7)] Nil Nil 91,052
Director Linda Michaelson [(10)] 2200224 3 Nil Nil Nil Nil 2136,8,772 45 [(7)][(7)] Nil Nil Nil Nil 2136,8,772 45
Former Director [(11)] 2023 Nil Nil 68,821 [(7)] Nil Nil 68,821
Mark Trachuk Former Lead Director (6) (11) 220024 23 Nil Nil Nil Nil 7755,,22462 3 [(7)][(7)] Nil Nil Nil Nil 7755,,22462 3
Marni Wieshofer 2024 Nil Nil Nil Nil Nil Nil
Former Interim Chair (12) 2023 Nil Nil 90,830 Nil 269,938 360,768
Frank Giustra 2024 Nil Nil Nil Nil Nil Nil
Notes: Former Director 2023 Nil Nil 23,185 Nil Nil 23,185
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(1) The table above reflects compensation paid to and/or earned by Ms. Twiner McCarron in her capacity as CEO for the financial years ended June 30, 2024, and June 30, 2023. No additional compensation was paid or earned for her role as a director. 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, 2024 (reflected in the “Bonus” column) was a non-discretionary bonus of 80% of Ms. Twiner of the Twiner McCarron Agreement under the heading McCarron’s base salary, payable in accordance with the Twiner McCarron Agreement (as defined below). See the description “Employment, Consulting and Management Agreements” .
(2) Mr. Bodymore was appointed as CFO effective March 4, 2024.
(3) 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, 2024, and June 30, 2023. The bonus amount of $96,000 in 2024 reflects the bonus earned by Ms. Harwood for 2024, which was paid to Ms. Harwood during the fiscal 2024 year. The Company also made a one-time settlement payment to Ms. Harwood in the financial year ended June 30, 2024 (reflected in “all other compensation”) upon termination of her employment agreement, in recognition of her length of service to the Company. Ms. Harwood resigned effective March 1, 2024.
(4) The table above reflects compensation paid to and earned by Mr. Berkowitz in his capacity as President and CCO and Mr. Goldsmith in his capacity as President of Global Distribution and Consumer Products, for the financial year ended June 30, 2024. Mr. Berkowitz and Mr. Goldsmith were 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.
(5) 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. Mr. Berkowitz resigned effective May 31, 2024.
(6) Ms. Daniere and Mr. Trachuk were appointed as directors effective January 19, 2023.
(7) 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 January 1, 2024 to June 30, 2024, and in each case a pro rated amount was paid for the period so covered.
(8) Mr. Henderson was appointed as a director effective December 14, 2023.
(9) Mr. Lazzarato was appointed as a director effective February 5, 2024.
(10) Ms. Coulman was appointed as a director effective March 28, 2023.
(11) Mr. Trachuk and Ms. Michaelson did not stand for re-election as a director at the 2023 Meeting.
(12) 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 all-inclusive 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).

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

Particulars of the compensation securities granted or issued to each director and Named Executive Officer by the Company during the year ended June 30, 2024 for services provided or to be provided, directly or indirectly, to the Company are set out below:

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Compensation Securities
Name and Position compensation security Type of [(1)] securities, and compensation percentage of underlying Number of securities, number of class [(2)] issue or Date of grant exercise price conversion or Issue, security on security or underlying Closing price of date of grant year end security or underlying security at Closing price of [(3)] Expiry date
($) ($) ($)
David Lazzarato RSUs 33,831 0.07% Feb 2, 2024 N/A 1.86 1.81 N/A
Director Options 40,000 0.08% Feb 2, 2024 1.91 1.86 1.81 Feb 2, 2031
Simon Bodymore CFO RSUs 75,000 0.15% Feb 13, 2024 N/A 1.90 1.81 N/A
Notes:
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(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. RSUs issued to David Lazzarato vest on the first anniversary date of the grant, being February 2, 2024. RSUs issued to Simon Bodymore vest ⅓ on each of the first, second and third anniversaries of the date of the grant, being February 13, 2024.
(2) Percentage based on 49,817,587 Common Shares outstanding.
(3) Reflects the closing price of the Common Shares on the TSXV on June 28, 2024, the last trading day in the financial year ended June 30, 2024.

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The following table sets forth the compensation securities held by each director and Named
Executive Officer of the Company as at June 30, 2024:
Number of
Compensation SecuType of rity UndeCompensation Securities and rlying Securities Exercise Price ($)
Jennifer Twiner McCarron Chair and CEO Options [(1) ] 600,000 2.00
Simon Bodymore, CFO RSUs [(2)] 75,000 N/A
Richard Goldsmith President of Global Distribution and Options [(1)] 450,000 3.07
Consumer Products
Barb Harwood Former CFO Options [(1)] 75,000 2.00
Matt Berkowitz Former President and Former CCO Options Options [(1) ][(1) ] 330,00060,000 2.00 3.00
Asha Daniere Director Options RSUs [(3) ][(1)] 40,00018,660 3.40 N/A
Azim Jamal Director Options RSUs [(3)][(1)] 40,000 18,660 2.00 N/A
Jérôme Levy Director Options RSUs [(3)][(1)] 40,000 18,660 4.27 N/A
Lisa Coulman Director Options RSUs [(3)][(1)] 40,000 18,660 3.50 N/A
David Lazzarato Director Options RSUs [(4)][(1)] 40,000 33,831 1.91 N/A
Linda Michaelson Former Director Options [(1) ] 40,000 3.95
Notes: Mark Trachuk Former Lead Director Options RSUs [(3)][(1) ] 40,000 18,660 3.40 N/A
(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 of the date of grant.
(2) The RSUs vest 25,000 on each of the first, second and third anniversary of the grant date, being February 13, 2024.
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(3) The RSUs vest on the first anniversary of the grant date, being April 19, 2023.
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(4) The RSUs vest on the first anniversary of the grant date, being February 2, 2024.
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EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS
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During the financial year ended June 30, 2024, the following directors or Named Executive
Officers of the Company exercised compensation securities of the Company:
Exercise of Compensation Securities by Directors and NEOs
Difference
Name and Position compensation security Type of underlying Number of securities exercised price per Exercise security exercise Date of security on price per exercise Closing date of price on date of exercise price and closing between exercise value on exercise Total date
($) ($) ($) ($)
Jennifer
Twiner McCarron Chair and Options 50,000 2.00 July 31, 2023 3.69 1.69 84,500
CEO
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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 payment to Ms. Twiner McCarron that would be triggered by, or result from, a termination without cause is approximately $1,100,000. 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 one-half times the bonus Ms. Twiner McCarron would have earned during the twelve months following the termination date (a “ change of control termination bonus ”). The change of control termination bonus is one and one-half times the greater of (A) the bonus earned by Ms. Twiner McCarron during the calendar year prior to the termination date, and (B) the amount of the projected bonus Ms. Twiner McCarron would have earned over the twelve months following the termination date, had such termination not occurred. The estimated payment to Ms. Twiner McCarron that would be triggered by, or result from, a change of control is approximately $1,650,000.

Simon Bodymore, CFO

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Thunderbird and Mr. Bodymore are subject to an Executive Employment Agreement (the “ Bodymore Agreement ”) dated February 12, 2024. The agreement provides for a base salary
of $330,000. Mr. Bodymore is also eligible for an annual cash bonus ranging from 25%-75% of
his base salary tied to the achievement of AEBITDA targets and strategic objectives. Mr.
Bodymore is also eligible for long-term incentives targeting 50% of his base salary, issued through
a combination of RSUs and PSUs in accordance with the Equity Incentive Compensation Plan
(or the Omnibus Plan, if approved pursuant to the Omnibus Plan Resolution). Mr. Bodymore is
also entitled to be granted Options, as determined by the Board from time to time in its discretion
and in accordance with the Stock Option Plan or Omnibus Plan, if the latter is approved by the
Shareholders pursuant to the Omnibus Plan Resolution. Upon the signing of the Bodymore
Agreement, Mr. Bodymore was awarded 75,000 RSUs, issued in accordance with the policies of
the TSX Venture Exchange and the Equity Incentive Compensation Plan. Mr. Bodymore and his
dependents are entitled to the same employee benefits generally provided by Thunderbird to its
senior executives.
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Thunderbird may terminate Mr. Bodymore’s employment at any time for just cause with payment to Mr. Bodymore of an amount equal to his base salary, vacation pay, and any other accrued unpaid compensation fully earned by and payable to Mr. Bodymore up to the date of termination. Mr. Bodymore may terminate his employment by giving Thunderbird 12 weeks’ notice in writing. The Company may elect to waive all or part of such notice, to the extent permitted by the Employment Standards Act (British Columbia) and pay Mr. Bodymore an amount equal to the

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

See the disclosure above under the heading “ Particulars of Other Matters to be Acted Upon – Approval of the Omnibus Plan ” for a description of the Omnibus Plan intended to be adopted at the Meeting pursuant to the Omnibus Plan Resolution.

See the disclosure above under the heading “ Particulars of Other Matters to be Acted Upon – ReApproval of the Stock Option Plan ” and corresponding Schedule “B” 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 ” and corresponding Schedule “C” 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, 2024.

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, 2024 and 2023, this performance bonus is based on a sliding scale of consolidated AEBITDA actual results in comparison with the projected consolidated AEBITDA, with a floor of 80% of her base salary and a ceiling of 120% of her base salary. For the fiscal year ending June 30, 2025, Ms. Twiner McCarron’s bonus compensation includes both short-term and long-term incentive components, tied to the achievement of AEBITDA targets and strategic objectives. The short-term cash bonus ranges from 80%-120% of her base salary if such targets are achieved. Long-term incentive awards also targeting 100% of Ms. Twiner McCarron’s base salary will be issued through a combination of RSUs and PSUs in accordance with the Equity Incentive Compensation Plan (or the Omnibus Plan, if approved pursuant to the Omnibus Plan Resolution). 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 or Omnibus Plan, if the latter is approved by the Shareholders pursuant to the Omnibus Plan Resolution. 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.

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38
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base salary Mr. Bodymore would have received had he continued to be employed for the entire resignation notice period.

Thunderbird may terminate Mr. Bodymore’s employment without just cause and upon such termination must pay an amount equal to (i) Mr. Bodymore’s base salary and annual bonus that Mr. Bodymore would have earned over a period of 6 months, if his employment is terminated without just cause at any time within the first 18 months of employment; or (ii) Mr. Bodymore’s base salary and annual bonus that Mr. Bodymore would have earned over a period of 12 months, if this employment is terminated without just cause at any time following the first 18 months of employment, in each case in addition to any other minimum entitlements required by the Employment Standards Act (British Columbia). In the case of each of the foregoing (i) and (ii), the amount payable in connection with Mr. Bodymore’s annual bonus entitlements will be calculated using Mr. Bodymore’s annual bonus amount for the previous fiscal year and pro-rated in accordance with the applicable notice period. The estimated payment to Mr. Bodymore that would be triggered by, or result from, a termination without cause is approximately $165,000.

If Mr. Bodymore’s employment is terminated within 12 months after a “change of control” (defined in the Bodymore Agreement generally as (a) a merger, consolidation, amalgamation, arrangement or reorganization of the parent company that results in the transfer of more than 50% of the total voting power of the parent company’s (or resulting entity) outstanding securities to an acquirer when compared against the total voting power of the parent company prior to such transaction or series of transactions, (b) a direct or indirect sale or other transfer of beneficial ownership of more than 50% of the issued and outstanding securities of the parent company to an acquiror, (c) a direct or indirect sale or other transfer of beneficial ownership of the parent company to an acquiror of securities of the parent company possessing more than 50% of the total combined voting power of the parent company’s outstanding securities, or the right to appoint more than 50% of the board of directors of the parent company or otherwise directly or indirectly control the management, affairs and business of the parent company; or (d) the direct or indirect sale or other disposition of all or substantially all of the assets of the parent company to an acquiror), Mr. Bodymore is entitled to an amount equal to 12 months of his base salary plus an annual bonus payment equivalent to the annual bonus amount that Mr. Bodymore received in the previous fiscal year. The estimated payment to Mr. Bodymore that would be triggered by, or result from, a change of control is approximately $330,000. Richard Goldsmith, President of Global Distribution and Consumer Products Thunderbird Entertainment Inc. (“ TEI ”) and its wholly owned subsidiary, Atomic Cartoons (USA) Inc. (“ Atomic ”) entered into an amended and restated employment agreement with Mr. Goldsmith (the “ Goldsmith Agreement ”) dated January 10, 2024, for a three year term. The agreement provides for a base salary of USD$577,500 and certain commissions. Mr. Goldsmith is also entitled to participate in the Equity Incentive Compensation Plan (or the Omnibus Plan, if adopted pursuant to the Omnibus Plan Resolution). Mr. Goldsmith and his dependents are entitled to the same employee benefits generally provided by Atomic to its senior executives located in the USA. TEI or Atomic may terminate Mr. Goldsmith’s employment for cause at any time upon notice to Mr. Goldsmith setting forth in reasonable detail the nature of such cause, and with payment of his base salary earned but not paid through the date of termination, together with any bonus earned but unpaid for the fiscal year preceding that in which the date of termination occurs, as well the reimbursement of any business expenses incurred by Mr. Goldsmith but un-reimbursed on the date of termination (collectively, the “ Goldsmith Termination Payment ”). The estimated payment to Mr. Goldsmith that would be triggered by, or result from, a termination for cause is approximately USD$610,259.

TEI or Atomic may terminate Mr. Goldsmith’s employment for convenience at any time, in which case TEI or Atomic shall pay to Mr. Goldsmith, subject to the signing of a full release, an amount equal to the Goldsmith Termination Payment.

In the event that a “change of control” occurs (defined as (i) the sale by TEI or Atomic of all of the assets of TEI or Atomic or substantially all of the assets of TEI or Atomic, (ii) the acquisition by any person (whether from TEI or Atomic or from any other person) of common shares in the capital of TEI or Atomic or other securities of TEI or Atomic having rights of purchase, conversion or exchange into shares of TEI or Atomic which together with securities of TEI or Atomic held by such person, together with persons acting jointly or in concert with such person, exceeds 51% of the issued and outstanding shares of TEI or Atomic, (iii) the amalgamation or merger of TEI or Atomic with or into any one or more other corporations; (iv) the election at a meeting of TEI’s shareholders of that number of person which would represent a majority of the board of directors as directors of TEI, who hare not included in the slate for election as directors proposed to TEI’s shareholders by management of TEI (v) the completion of any transaction or the first of series of transaction which would have the same or similar effect as any transaction or series of transactions referred to in (i), (ii) (iii) or (iv); (vi) a determination by the board of directors that there has been a change, whether by way of a change of the holding of shares of TEI, in the ownership of TEI’s assets or by any other means, as a result of which any person or group of persons acting jointly or in concert is in a position to exercise effective controls of TEI; or (vii) any other change of control provision provided for in TEI’s Stock Option Plan or Omnibus Plan (in the event the latter is adopted pursuant to the Omnibus Plan Resolution), and Mr. Goldsmith’s employment with TEI or Atomic is subsequently or contemporaneously terminated by TEI or Atomic within 12 months of the change of control, then TEI or Atomic agrees to pay to Mr. Goldsmith, within one month following Mr. Goldsmith’s termination date, a settlement payment in an amount equal to one and one-half times the Goldsmith Termination Payment,, plus one and one-half times Mr. Goldsmith’s base salary, plus an amount equal to one and one-half times the commission earned by Mr. Goldsmith during the immediately preceding 12 month period. The estimated payment to Mr. Goldsmith that would be triggered by, or result from, a change of control is approximately US$915,389.

Following the termination of the Harwood Agreement, Ms. Harwood continued to be employed by the Company and act as CFO in exchange for a monthly fee of $40,000, effective up until March 1, 2024. On March 1, 2024, Ms. Harwood terminated her employment with the Company, and the Company paid her a one-time settlement payment in the amount of $240,000 in recognition of her length of service to the Company.

Matt Berkowitz, Former President and CCO

Atomic Cartoons (USA) Inc., a wholly owned subsidiary of the Company, and Mr. Matt Berkowitz entered into 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 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. Mr. Berkowitz and his dependents were entitled to the same employee benefits generally provided by Atomic to its senior executives located in the USA.

On December 16, 2021, Mr. Berkowitz received a non-interest bearing loan to cover taxes payable in respect of the exercise of certain Options. Upon recommendation of the Compensation and Governance Committee, the Board approved the forgiveness of this loan to Mr. Berkowitz on October 4, 2023. Mr. Berkowitz resigned from his position as President and CCO of the Company effective May 31, 2024.

PENSION PLAN BENEFITS

Mr. Goldsmith may terminate his employment by giving TEI and/or Atomic no less than six week’s written notice of termination. In such event, TEI or Atomic will not be required or liable to pay Mr. Goldsmith any additional compensation beyond those which are accrued due and owning under the Goldsmith Agreement or any other agreement between TEI or Atomic and Mr. Goldsmith as of the effective date of Mr. Goldsmiths termination.

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

Barb Harwood, Former CFO

Thunderbird and Ms. Harwood were parties to an employment agreement (the “ Harwood Agreement ”) dated June 1, 2015. The Harwood Agreement was terminated effective as of 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 Board.

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.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth aggregated information as at June 30, 2024, with respect to the
compensation plan of the Company under which equity securities of the Company are authorized
for issuance.
Number of Securities
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of (b) Remaining Available for Future Issuance under Equity Compensation securities reflected in Plans (excluding column (a))(c)
Equity compensation plans approved by Stock Option Plan 2,842,000 2.73 - (1) (2)
securityholders Compensation Plan Equity Incentive 220,791 - (2) (3)
Total 3,062,791 2.73 1,918,967
Equity compensation
plans not approved N/A N/A N/A
by securityholders
Total: 3,062,791 2.73 1,918,967
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) Assuming the adoption of the Omnibus Plan by the Shareholders in accordance with the Omnibus Plan Resolution, the
aggregate number of Common Shares reserved for issuance in respect of all outstanding Security Based Compensation
(as defined therein) under the Omnibus Plan cannot exceed 10% of the number of issued and outstanding Common Shares
(on a non-diluted basis).
(3) 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
As of October 2, 2024, being the date that is thirty days prior to the date of this Information
Circular, there was no indebtedness outstanding of any executive officers, directors, employees
or former executive officers, directors or employees of the Company or any of its subsidiaries in
connection with either a purchase of securities or otherwise.
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The following table sets forth a summary of each individual who is, or at any time during the most
recently completed financial year was, a director or executive officer of the Company, a proposed
nominee for election as a director of the Company (and each associate of any such director,
executive officer or proposed nominee), and who was, at any time since July 1, 2023, indebted to
the Company or any of its subsidiaries:
Indebtedness of Directors and Executive Officers under
(1) Securities Purchase and (2) Other Programs
Financially
Assisted Amount
Largest Securities Forgiven
Amount Purchases During
Outstanding Amount During Most
During Most Outstanding Most Recently
Name and Involvement of Recently as at Recently Completed
Principal Company or Completed October 2, Completed Security for Fiscal
Position Subsidiary Fiscal Year 2024 Fiscal Indebtedness Year
($) ($) Year
Securities Purchase Programs
- - - - - - -
Other Programs
Matt Berkowitz (1) Cartoons USA Atomic 94,239 - N/A N/A 94,239
Inc., a
subsidiary of
the Company
Notes:
(1) 2024. Mr. Berkowitz is the former President and Chief Creative Officer of the Company but resigned his position on May 31,
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On December 16, 2021, Mr. Berkowitz received a non-interest bearing loan to cover taxes payable by him in respect of the exercise of certain Options. The loan was made in United States dollars and has been converted to Canadian dollars at the rate of US$1.00 = CAD$1.29126 for the purposes of the above table. Upon the recommendation of the Compensation and Governance Committee, the Board approved the forgiveness of the entire outstanding amount 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, 2023 or in a proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

SCHEDULE “A” OMNIBUS PLAN (attached)

See “ Election of Directors – Advance Notice Provisions ” for a description of the A&R Cooperation Agreement between, inter alia, the Company and Voss.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter and the disclosure required by Form 52-110F2 are attached hereto as Schedule “D”. 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 “E”.

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 1L8 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 1st day of November 2024. (signed) “Jennifer Twiner McCarron” Jennifer Twiner McCarron Chair and Chief Executive Officer

SCHEDULE “B”

STOCK OPTION PLAN

For the purposes of this Schedule “B”, 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.

SCHEDULE “C”

EQUITY INCENTIVE COMPENSATION PLAN DESCRIPTION

For the purposes of this Schedule “C”, 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.

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.

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.

Restricted Share Units

Disability

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.

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

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.

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.

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:

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.

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.

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

SCHEDULE “D”

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.
- (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.
(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.
(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

Audit

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External Auditor
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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:

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 most recently served as CFO of Nobul Technologies Inc., a high-growth AI Fintech company for more than five years. 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.

(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.

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Authority
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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, Jérôme Levy and David Lazzarato. 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.

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.

David Lazzarato

David Lazzarato is an experienced director with public and private companies and not-for-profit boards with a focus on strategy, governance, leadership, finance, risk and compensation. He was a board member and Chair of the Risk and Sustainability Committee of Flutter Entertainment plc (2000 – 2024), and is currently the Chair of the Board, member of the Audit Committee and member of the Corporate Governance, Compensation and Nominating Committee of Canopy Growth Corporation, where he has been a board member since April 2020. Mr. Lazzarato was previously Chair of the Board of Hamilton Health Sciences and McMaster University, both in Hamilton. As a senior executive, he has a proven track record of success in leading growth, significant transformational changes and financial restructurings in the media, broadcast, telecommunications and aerospace industries. His impressive career also includes senior executive positions with Alliance Atlantis Communications, Allstream, Bell Canada and CAE. Mr. Lazzarato has a B.Comm from McMaster University and an FCPA in Ontario (2006). He also earned his ICD.D designation from the Rotman School of Management (2007).

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.

Azim Jamal

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Mr. Jamal is the CEO and founder of Pacific Reach Properties Capital Ltd., 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, Mr. Jamal 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. (“ Vuelta ”), a private equity backed European studio focused on production and distribution. Vuelta has made 7 acquisitions since its launch. Prior to Vuelta, Mr. Levy 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, Mr. Levy oversaw aspects of television 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, Mr. Levy 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 CoFounder 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

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.

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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 Year Audit Related
Ending Audit Fees Fees [(1) ] Tax Fees [(2) ] All Other Fees [(3) ] Total Fees
June 30, 2024 $482,065 Nil $261,384 $2,746 $746,195
June 30, 2023 $448,174 $3,554 $213,750 $14,321 $679,799
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.
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(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.

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ITEM 8: EXEMPTION
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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 “E” 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 58101 ”) 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 Ms. Asha Daniere as the lead independent director (the “ Lead Director ”) to provide independent leadership to the Board and support the Chair. 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. 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, Lisa Coulman and David Lazzarato 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 are therefore not considered to be “independent.” ITEM 2. DIRECTORSHIPS Certain of the directors of the Company are presently directors of one or more other reporting issuers as follows:

Director Name of Reporting Issuer David Lazzarato Canopy Growth Corporation

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ITEM 3. ORIENTATION AND CONTINUING EDUCATION
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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

“ 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 four directors, including Ms. Twiner McCarron and two independent directors, being Mr. Lazzarato, Mr. Henderson 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.

On April 3, 2024, the Company established a Special Committee, which consisted of three independent directors, being Mr. Lazzarato, Mr. Henderson and Ms. Daniere. This committee was disbanded as of October 8, 2024.

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.

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

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SCHEDULE “A”
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  - (ii) fraud committed by the Participant;

THUNDERBIRD ENTERTAINMENT GROUP INC. SHARE COMPENSATION PLAN
1. DEFINITIONS AND INTERPRETATION 1.1 Definitions: For purposes of the Plan, unless the context requires otherwise, the following words and terms shall have the following meanings:
(a) “ 1933 Act ” means the United States Securities Act of 1933, as amended;
(b) “ Administrators ” means the Board or if so delegated in whole or in part by the Board, the Compensation and Governance Committee of the Board of Directors, or any other duly authorized committee of the Board approved by the Board to administer the Plan;
(c) “ Affiliate ” has the meaning ascribed to that term in the policies of the Exchange; (d) “ Associate ” has the meaning ascribed to that term in the policies of the Exchange;
(e) “ Award Date ” means: (i) for Share Units, the date or dates on which an award of Share Units is made to a Participant in accordance with section 4.1; and (ii) for Deferred Share Units, the date or dates on which an award of Deferred Share Units is made to a Participant in accordance with section 6.14.1;
(f) “ Blackout Period ” means the period during which designated Directors, Officers, Employees and Consultants of the Corporation cannot trade the Common Shares as a result of the bona fide existence of undisclosed material information pursuant to the Corporation’s policy respecting restrictions on Directors’, Officers’ Employees’ and Consultants’ trading which is in effect at that time (which, for greater certainty, (i) does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an insider, that insider is subject, and (ii) shall expire following the general disclosure of undisclosed material information);
(g) “ Board ” means the board of directors of the Corporation from time to time; (h) “ Business Day ” means each day other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, Canada;
(i) “ Canadian Participant ” means a Participant who is a resident of Canada for the purposes of the Income Tax Act (Canada);
(j) “ Cash Fees ” has the meaning ascribed to that term in subsection 6.1(a);
(k) “ Cause ” means any of: (i) dishonesty of the Participant as it relates to the performance of his or her duties in the course of his or her employment by, or as a Consultant, Officer or Director of, the Corporation or an Affiliate;

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shareholders of the Corporation immediately prior to that sale hold less
than 50% of the voting rights attaching to the outstanding voting securities
of that other entity immediately following that sale; or
(iv) the replacement by way of election or appointment at any time of 50% or
more of the total number of the then incumbent members of the Board,
unless such election or appointment is approved by 50% or more of the
Board in office immediately preceding such election or appointment in
circumstances where such election or appointment is to be made other
than as a result of a dissident public proxy solicitation, whether actual or
threatened;
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(v) the Board passes a resolution to the effect that, for the purposes of some or all of the Option Agreements, Restricted Share Unit Agreements, Performance Share Unit Agreements and the Deferred Share Unit Agreements, an event set forth in any of Section 1.1(l)(i) to Section 1.1(l)(iv) above has occurred, provide that, notwithstanding the foregoing, for purposes of any Security Based Compensation that constitutes a “nonqualified deferred compensation plan,” within the meaning of Section 409A of the Code, the Administrators, in their sole discretion, may specify a different definition of Change in Control in order to comply with or cause an award of Security Based Compensation to be exempt from the provisions of Section 409A of the Code;
(m) “ Charitable Organization ” has the meaning, if any, ascribed to that term in the policies of the Exchange;
(n) “ Charitable Stock Option ” has the meaning, if any, ascribed to that term in the policies of the Exchange;
(o) “ Code ” means the U.S. Internal Revenue Code of 1986, as amended;
(p) “ Common Shares ” means the common shares of the Corporation;
(q) “ Consultant ” means an individual (other than a Director, Officer or Employee of the Corporation or any of its Subsidiaries) or company that is not a U.S. Person that:
(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to an offer or sale of securities of the Corporation in a capital-raising transaction, or services that promote or maintain a market for the Corporation’s securities;
(ii) provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or the company, as the case may be; and
(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its Subsidiaries,
(iii) willful disclosure of confidential or private information regarding the Corporation or an Affiliate by the Participant;
(iv) the Participant engaging directly in competition or aiding a competitor of the Corporation or an Affiliate;
(v) misappropriation of a business opportunity of the Corporation or an Affiliate by the Participant;
(vi) willful misconduct or gross negligence in the performance of the Participant’s duties under his or her employment agreement;
(vii) a breach by the Participant of a material provision of his or her employment agreement, the Corporation policy or the Code of Conduct and adopted by the Corporation from time to time;
(viii) the willful and continued failure on the part of the Participant to substantially perform duties in the course of his or her employment by, or as a Consultant, Director or Officer of, the Corporation or an Affiliate, unless such failure results from an incapacity due to mental or physical Disability;
(ix) willfully engaging in conduct that is demonstrably and materially injurious to the Corporation or an Affiliate, monetarily or otherwise;
(x) wilful disobedience or willful neglect of duty that is not trivial and has not been condoned by the Corporation; or
(xi) any other act or omission by the Participant which would amount to just cause for termination at common law.
(l) “ Change of Control ” means: (i) the acceptance of an Offer by a sufficient number of holders of voting shares in the capital of the Corporation to constitute the offeror, together with persons acting jointly or in concert with the offeror, a shareholder of the Corporation being entitled to exercise more than 50% of the voting rights attaching to the outstanding voting shares in the capital of the Corporation (provided that prior to the Offer, the offeror was not entitled to exercise more than 50% of the voting rights attaching to the outstanding voting shares in the capital of the Corporation);
(ii) a consolidation, merger or amalgamation of the Corporation with or into any other corporation whereby the voting shareholders of the Corporation immediately prior to the consolidation, merger or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting shares of the consolidated, merged or amalgamated corporation or any parent entity;
(iii) a sale whereby all or substantially all of the Corporation’s undertakings and assets become the property of any other entity and the voting
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for so long as the Common Shares are listed on the TSXV, as may be amended by the policies of the Exchange in effect from time to time, and if the Common Shares are not so listed, shall have the meaning, if any, that applies to a listing of the Common Shares on such other Exchange upon which the Common Shares are then listed, and if no such definition is provided, the foregoing definition shall continue to apply;
(r) “ Corporation ” means Thunderbird Entertainment Group Inc., a corporation existing under the Business Corporations Act (British Columbia) and the successors thereof;
(s) “ Discounted Market Price ” has the meaning ascribed to that term, if any, in the policies of the Exchange;
(t) “ Deferred Share Unit ” or “ DSU ” means any right granted under Article 6 of this Plan;
(u) “ Deferred Share Unit Agreement ” has the meaning ascribed to that term in section 3.2;
(v) “ Director ” has the meaning ascribed to that term in the policies of the Exchange;
(w) “ Director Fees ” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;
(x) “ Disability ” means the Participant’s inability to substantially fulfil his or her duties on behalf of the Corporation or an Affiliate for a continuous period of three (3) months or more or the Participant’s inability to substantially fulfil his or her duties on behalf of the Corporation or an Affiliate for an aggregate period of three (3) months or more during any consecutive twelve (12) month period; and if there is any disagreement between the Corporation or an Affiliate and the Participant as to the Participant’s Disability or as to the date any such Disability began or ended, the same shall be determined by a physician mutually acceptable to the Corporation and the Participant whose determination shall be conclusive evidence of any such Disability and of the date any such Disability began or ended;
(y) “ DSU Account ” has the meaning ascribed to that term in section 6.8.
(z) “ Effective Date ” means [●], 2024;
(aa) “ Electing Person ” means a Participant who is, on the applicable Election Date, a Director who is not an Employee;
(bb) “ Elected Amount ” has the meaning ascribed to that term in subsection 6.1(a);
(cc) “ Election Date ” means the date on which the Electing Person files an Election Notice in accordance with subsection 6.1(b);
(a) “ Election Notice ” has the meaning ascribed to that term in subsection 6.1(b);
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(b) “ Eligible Charitable Organization” has the meaning, if any, ascribed to that term in the policies of the Exchange;
(c) “ Eligible Person ” means: (i) any Director, Officer, Employee, Management Company Employee, Consultant or Investor Relations Service Provider of the Corporation or a Subsidiary at the time the award is granted under this Plan and, except in relation to Consultant Companies and Eligible Charitable Organizations, includes companies that are wholly owned by Eligible Persons; and
(ii) an Eligible Charitable Organization, at the time the award is granted under this this Plan,
for so long as the Common Shares are listed on the TSXV, as such definition may be amended by the policies of the Exchange in effect from time to time, and if the Common Shares are not so listed, shall have the meaning, if any, that applies to a listing of the Common Shares on such other Exchange upon which the Common Shares are then listed;
(d) “ Employee ” means an individual who: (i) an individual who is considered an employee of the Corporation or of a Subsidiary under the Income Tax Act ( Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(ii) an individual who works full-time for the Corporation or a Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary over the details and methods of work as an employee of the Issuer or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source;
(iii) an individual who works for the Corporation or a Subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary over the details and methods of work as an employee of the Corporation or a Subsidiary, as the case may be, but for whom income tax deductions are not made at source,

for so long as the Common Shares are listed on the TSXV, as such definition may be amended by the policies of the Exchange in effect from time to time, and if the Common Shares are not so listed, shall have the meaning, if any, that applies to a listing of the Shares on such other Exchange upon which the Common Shares are then listed, and if no such definition is provided, the foregoing definition shall continue to apply;

(e) “ Event of Termination ” means an event whereby a Participant ceases to be an Eligible Person and shall be deemed to have occurred by the giving of any notice of termination of employment or service (whether voluntary or involuntary,
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(B) to raise public awareness of the Corporation, that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;
(ii) activities or communications necessary to comply with the requirements of: (A) applicable Securities Laws; (B) the by-laws, rules or other regulatory instruments of the Exchange or any other self-regulatory body or exchange having jurisdiction over the Corporation;
(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:
- (A) the communication is only through the newspaper, magazine or publication, and
- (B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
(iv) activities or communications that may be otherwise specified by the Exchange,

for so long as the Common Shares are listed on the TSXV, as such definition may be amended by the policies of the Exchange in effect from time to time, and if the Common Shares are not so listed, shall have the meaning, if any, that applies to a listing of the Common Shares on such other Exchange upon which the Common Shares are then listed;

(o) “ Investor Relations Service Provider ” has the meaning ascribed to such term, if any, by the policies of the Exchange;
(p) “ Management Company Employee ” means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;
(q) “ Market Price ” means the “Market Price” (as such term is defined in policies of the Exchange, as in effect from time to time) of the Common Shares, and if the Common Shares are not listed on a stock exchange, the Market Price shall be determined in good faith by the Administrators;
(r) “ Offer ” means a bona fide arm’s length offer made to all holders of voting shares in the capital of the Corporation to purchase, directly or indirectly, voting shares in the capital of the Corporation;

whether with or without Cause and whether with or without reason) or any cessation of employment or service for any reason whatsoever, including a cessation of employment or service due to Disability or death;

(f) “ Exchange ” means the TSX Venture Exchange or such other stock exchange or quotation system in Canada where the Common Shares are listed on or through which the Common Shares are listed or quoted, including, without limitation, the TSX;
(g) “ Executive Officer ” means an Employee who is:
(i) the president and/or chief executive officer of the Corporation,
(ii) a vice-president of the Corporation, or
(iii) any other Employee which the Board determines, in its sole discretion, is an executive officer or whom the Board believes may have the ability to impact the long-term goals and objectives of the Corporation or its Affiliates, as applicable;
(h) “ Exercise Price ” means the price at which a Common Share may be purchased pursuant to the exercise of an Option;
(i) “ Good Reason ” means, (a) the substantial diminution of the Participant’s authorities, duties, responsibilities, status (including offices, titles, and reporting requirements); or (b) the Corporation’s material breach of the Participant’s employment agreement with the Corporation (if any), which breach has not been cured by the Corporation within fifteen days after receipt of notice from the Participant specifying, in reasonable detail, the nature of the breach.
(j) “ Grant Date ” means the date on which a grant of Options is made to a Participant in accordance with section 5.1;
(k) “ Incentive Stock Option ” means any Option that is designated, in the applicable Option Agreement or the resolutions of the Administrators under which the Option is granted, as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code;
(l) “ In-the-Money Amount ” has the meaning ascribed to that term in subsection 5.7(c);
(m) “ Insider ” has the meaning ascribed to that term in the policies of the Exchange;
(n) “ Investor Relations Activities ” means any activities, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:
(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation: (A) to promote the sale of products or services of the Corporation, or
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(s) “ Officer ” means an officer (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries, as such definition may be modified by the policies of the Exchange in effect from time to time;
(t) “ Option ” means an option granted to an Eligible Person under the Plan to purchase Common Shares;
(u) “ Option Agreement ” has the meaning ascribed to that term in section 3.2;
(v) “ Option Exercise Notice ” has the meaning ascribed to that term in section 5.5;
(w) “ Participant ” means an Eligible Person selected by the Administrators to participate in the Plan in accordance with section 3.1 hereof;
(x) “ Payout Date ” means the day on which the Corporation pays to a Participant the Market Price of the Share Units that have become vested and payable;
(y) " Performance Conditions " means such financial, personal, operational or transaction-based performance criteria as may be determined by the Administrators in respect of a grant of Performance Share Units to any Participant or Participants and set out in a Share Unit Agreement. Performance Conditions may apply to the Corporation, an Affiliate, the Corporation and its Affiliates as a whole, a business unit of the Corporation or group comprised of the Corporation and some Affiliates or a group of Affiliates, either individually, alternatively or in any combination, and measured either in total, incrementally or cumulatively over a specified performance period, on an absolute basis or relative to a pre-established target or milestone, to previous years' results or to a designated comparator group, or otherwise, and may incorporate multipliers or adjustments based on the achievement of any such performance criteria;
(z) " Performance Share Unit " means a right in the form of units granted to a Participant in accordance with section 4.1 hereof as compensation for employment or consulting services that is a right to receive one Common Share or a or a lump sum payment in cash, as determined by the Committee, that generally becomes vested, if at all, subject to the attainment of Performance Condition(s) and satisfaction of such other conditions to vesting, if any, as may be determined by the Administrators.
(aa) “ Performance Share Unit Agreement ” has the meaning ascribed to that term in section 3.2;
(bb) “ Plan ” means this share compensation plan, as amended, replaced or restated from time to time;
(cc) “ Prior Plans ” means the Corporation’s 2023 Incentive Stock Option Plan and the Corporation’s 2023 Equity Incentive Compensation Plan;
(dd) “ reserved for issuance ” refers to Common Shares that may be issued in the future upon the vesting of Share Units which have been awarded and upon the exercise of Options which have been granted;
(ee) “ Restricted Share Unit ” means a right in the form of units granted to a Participant in accordance with section 4.1 hereof as compensation for
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employment or consulting services or services to receive, for no additional cash consideration, one Common Share or a lump sum payment in cash that becomes vested in accordance with section 4.3;

(ff) “ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation;
(gg) “ Security Based Compensation ” means any Options, Restricted Share Units, Performance Share Units or Deferred Share Units granted or issued under this Plan but, as the context requires, also includes securities for services, stock appreciation right, stock purchase plan or any security purchase from treasury by a Participant which is financially assisted by the Corporation by any means whatsoever, compliant with the policies of the Exchange (including, as required, receipt of disinterested shareholder approval), and any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation from treasury to an Eligible Person under any other Share Compensation Arrangement, and for greater certainty, does not include:
(i) arrangements which do not involve the issuance from treasury or potential from treasury of securities of the Corporation;
(ii) arrangements under which Security Based Compensation is settled solely in cash and/or securities purchased on the secondary market; and
(iii) Shares for Services and shares for debt arrangements under Policy 4.3 of the TSXV that have been conditionally accepted by the Exchange prior to November 24, 2021;
(hh) “ Share Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to Directors, Officers and Employees of the Corporation and any of its Subsidiaries or to Consultants;
(ii) “ Shares for Services ” has the meaning, if any, ascribed to such term in the policies of the Exchange;
(jj) “ Share Unit ” means either a Restricted Share Unit or a Performance Share Unit;
- (oo) “ Termination Date ” means the date a Participant ceases to be an Eligible Person and, unless otherwise provided herein, does not include any period of statutory, contractual or reasonable notice or any period of salary continuance or deemed employment. Notwithstanding the foregoing, in the case of a U.S. Participant, a Participant’s “Termination Date” will be the date the Participant experiences a “separation from service” (as defined in Treas. Reg. 1.409A-1(h)) with the Corporation or any of its Subsidiaries;
- (pp) “ TSX ” means the Toronto Stock Exchange; (qq) “ TSXV ” means the TSX Venture Exchange;
- (rr) “ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
- (ss) “ U.S. Participant ” means a Participant who is a citizen of the United States or a resident of the United States, as defined in section 7701(a)(30)(A) and section 7701(b)(1) of the Code and any other Participant who is subject to tax under the Code with respect to compensatory awards granted pursuant to the Plan;
- (tt) “ U.S. Person ” means a “U.S. person”, as such term is defined in Regulation S under the 1933 Act;
- (uu) “ Withholding Obligations ” has the meaning ascribed to that term in section 4.7; and
- (vv) “VWAP “ means the volume weighted average trading price of the Common Shares on the Exchange calculated by dividing the total value by the total volume of such securities trade for the five trading days immediately preceding the relevant date. Where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.
1.2 Headings: The headings of all articles, sections, and paragraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.
1.3 Context, Construction: Whenever the singular or masculine are used in this Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.
(kk) “ Share Unit Account ” has the meaning attributed to that term in section 4.9;
(ll) “ Share Unit Agreement ” has the meaning ascribed to that term in section 3.2;
(mm) “ Significant Securityholders ” means persons holding securities carrying more than 10% of the voting rights attached to the Corporation’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Corporation;
(nn) “ Subsidiary ” has the meaning ascribed thereto in the Securities Act (British Columbia) and “ Subsidiaries ” shall have a corresponding meaning;
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are aligned with the success of the Corporation and its Subsidiaries; (ii) encouraging stock ownership by Eligible Persons; and (iii) providing compensation opportunities to attract, retain and motivate Eligible Persons.

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2.2 Prior Plans : The Corporation intends that while the Prior Plans will continue to govern
Security Based Compensation granted thereunder, following the Effective Date, all
grants of Options, Restricted Share Units, Performance Share Units and Deferred Share
Units will be administered and governed by the terms of this Plan.
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2.3 Common Shares Subject to the Plan: (a) General : This Plan is a “rolling up to 10%” omnibus plan whereby the total number of Common Shares that are issuable pursuant to all Security Based Compensation granted or awarded hereunder, in aggregate, is equal to up to a maximum of 10% of the issued and outstanding Common Shares as of the date of grant or award (together with any Common Shares issuable pursuant to any other Share Compensation Arrangement, including, for greater certainty, the Prior Plans). For greater certainty, any Restricted Share Units, Performance Share Units and Deferred Share Units that must be settled in cash in accordance with the Restricted Share Unit Agreement, the Performance Share Unit Agreement and the Deferred Share Unit Agreement, respectively, approved by the Administrators at the time of grant shall not count towards the maximum of 10% of issued and outstanding Common Shares reserved under this Plan as required by the policies of the Exchange. Notwithstanding the forgoing, and subject to (i) the limits prescribed by this Section 2.3, and (ii) adjustment pursuant to Section 7.3 of the Plan, at no time shall the number of Common Shares that may be issued pursuant to Options granted under the Plan that are intended to qualify as Incentive Stock Options within the meaning of Section 422 of the Code exceed the lesser of 10,000,000 Common Shares and 10% of the issued and outstanding Common Shares.

(b) Limits for Individuals : Unless the Corporation obtains the requisite shareholder approval required in accordance with the policies of the Exchange), the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under this Plan to any one Participant (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement, including, for greater certainty, the Prior Plans) in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to the Participant.
(c) Limits for Insiders: (i) Unless the Corporation obtains the requisite shareholder approval required in accordance with the policies of the Exchange, the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under this Plan to Insiders as a group (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement, including, for greater certainty, the Prior Plans)) shall not exceed 10% of the issued and outstanding Common Shares at any point in time.
1.4 References to this Plan: The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to this Plan as a whole and not to any particular article, section, paragraph or other part hereof.
1.5 Currency: All references in this Plan or in any agreement entered into under this Plan to “dollars”, “$” or lawful currency shall be references to Canadian dollars, unless the context otherwise requires.

2. PURPOSE AND ADMINISTRATION OF THE PLAN 2.1 Purpose: The purpose of this Plan is to advance the interests of the Corporation and its Subsidiaries, and its shareholders by: (i) ensuring that the interests of Eligible Persons

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(ii) Unless the Corporation obtains the requisite shareholder approval
required in accordance with the policies of the Exchange, the maximum
number of Common Shares issuable pursuant to all Security Based
Compensation granted or issued under this Plan in any 12 month period
to Insiders as a group (together with those Common Shares issuable
pursuant to any other Share Compensation Arrangement, including, for
greater certainty, the Prior Plans)) shall not exceed 10% of the issued and
outstanding Common Shares, calculated as at the date that such Security
Based Compensation is granted or issued to any Insider.
(d) Limits for Consultants : For so long as the Common Shares are listed and posted
for Trading on the TSXV, the maximum number of Common Shares issuable
pursuant to all Security Based Compensation granted or issued under this Plan
in any 12 month period to any one Consultant (together with those Common
Shares issuable pursuant to any other Share Compensation Arrangement,
including, for greater certainty, the Prior Plans) shall not exceed 2% of the issued
and outstanding Common Shares, calculated as at the date that such Security
Based Compensation is granted or issued to the Consultant.
(e) Limits for Investor Relations Service Providers : For so long as the Common
Shares are listed and posted for Trading on the TSXV, the maximum aggregate
number of Common Shares issuable pursuant to all Options granted to all
Investor Relations Service Providers under this Plan and any other Share
Compensation Arrangement (including, without limitation, the Prior Plans) in any
12 month period in aggregate shall not exceed 2% of the issued and outstanding
Common Shares, calculated as at the date any Option is granted to such
Investor Relations Services Provider; provided, that Options granted to any and
all Investor Relations Service Providers must vest in stages over a period of not
less than 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after
the Options were granted;
(ii) no more than 1/4 of the Options vest no sooner than six months after the
Options were granted;
(iii) no more than 1/4 of the Options vest no sooner than nine months after
the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the
Options were granted.
(f) Limits for Charitable Organizations : For so long as the Common Shares are
listed and posted for Trading on the TSXV, the maximum aggregate number of
Charitable Stock Options granted and outstanding to Eligible Charitable
Organizations pursuant to this Plan and any other Share Compensation
Arrangement (including, without limitation, the Prior Plans) must not at any time
exceed 1% of the issued shares of the Corporation, as calculated immediately
subsequent to the grant of any Options, calculated at the date the Charitable
Stock Option is granted to the Eligible Charitable Organizations.
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(g) Limits for Directors : At any time in which the Common Shares are listed and
posted for Trading on the TSX, the aggregate value of the Market Value of all
Common Shares reserved for issuance pursuant to all Security Based
Compensation granted to any one Director in any one calendar year shall not
exceed $150,000 per calendar year, of which value not more than $100,000 in
value may be comprised of Options, in each case excluding any Security Based
Compensation granted pursuant to Section 6 below.
2.4 Other Terms of the Plan
(a) Unless otherwise provided in this Plan, no Security Based Compensation, and no
rights or interests therein, shall or may be assigned, transferred, sold,
exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a
Participant other than by testamentary disposition by the Participant or the laws
of intestate succession, subject to the policies of the Exchange. No such interest
shall be subject to execution, attachment or similar legal process including
without limitation seizure for the payment of the Participant's debts, judgments,
alimony or separate maintenance.
(b) For greater certainty, Investor Relations Service Providers and Eligible Charitable
Organizations may not receive any Security Based Compensation other than
Options.
(c) No fractional Common Shares shall be reserved for issuance under this Plan.
(d) Notwithstanding anything else contained in this Plan to the contrary, any Security
Based Compensation granted or issued to any Participant who is a Director,
Officer, Employee, Consultant or Management Company Employee must expire
within 12 months following the date the Participant ceases to be an Eligible
Person under this Plan.
(e) For so long as the Common Shares are listed on the TSXV and notwithstanding
anything else contained in this Plan to the contrary, no Security Based
Compensation (other than Stock Options) granted or issued to any Participant
under this Plan may vest before one year from the date of issuance or grant,
except as otherwise permitted in accordance with the policies of the Exchange as
it relates to a Participant’s death or in respect of a Participant that ceases to be
an Eligible Person under Section 7.2.
2.5 Administration of the Plan: This Plan shall be administered by the Administrators,
through the recommendation of the Compensation and Governance Committee of the
Board. Subject to any limitations of this Plan, the Administrators shall have the power
and authority to:
(a) adopt rules and regulations for implementing this Plan;
(b) determine the eligibility of persons to participate in this Plan in accordance with
section 3 herein;
(c) determine when Share Units, Options and Deferred Share Units to Eligible
Persons shall be awarded or granted, the number of Share Units, Options and
Deferred Share Units to be awarded or granted, the vesting (and if applicable,
Performance Conditions) for each award of Share Units, the vesting period for
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(d) subject to section 4.3 hereof, the Performance Conditions (in the case of
Performance Share Units) and any other applicable vesting criteria,
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provided that no vesting condition for a Share Unit granted to a Participant shall extend beyond December 15 of the third calendar year following the service year in respect of which the Share Units were granted, and all vesting conditions for a Share Unit granted to an Executive Officer shall be such that the Share Unit complies at all times with the exception in paragraph (k) of the definition of "salary deferral arrangement" in subsection 248(1) of the Tax Act.

Upon the award of Share Units, the number of Share Units awarded to a Participant shall be credited to the Participant’s Share Unit Account effective as of the Award Date.
4.2 Share Unit Agreement: Upon the award of each Share Unit to a Participant, a Share Unit Agreement shall be delivered by the Administrators to the Participant.
4.3 Other Terms: (a) Subject to the terms of this Plan, the Administrators may stipulate additional terms and conditions applicable to a particular grant of Share Units, which shall be specified in the applicable Share Unit Agreement. The additional terms and conditions may apply to all or a portion of the Share Units granted to a particular Participant, and may provide for graduated vesting contingent upon the satisfaction of certain conditions, such as Performance Conditions (where such graduated vesting may be in the form of different percentages which may be greater or lesser than 100%). The Administrators may, in its discretion, subsequent to the Award Date of a Share Unit, waive any such term or condition included in a Share Unit Agreement, or determine that such terms and conditions have been satisfied, subject to Applicable Law and the rules of the Exchange, if applicable. For greater certainty, no term or condition imposed under a Share Unit Agreement may have the effect of causing settlement and payout of a Share Unit to occur after December 31 of the third calendar year.
4.4 Vesting: (a) Subject to subsections (c) and (d) below, at the time of the award of Share Units, the Administrators shall, subject to Exchange rules, determine in their sole discretion the vesting criteria applicable to such Share Units provided that, subject to section 4.8(c) and subject to section 7.2 (in respect of a Participant that ceases to be an Eligible Person thereunder), no Share Units may vest before the date that is one year following the date of grant or issue; provided further that, notwithstanding the foregoing, any acceleration of vesting in accordance with section 7.2 shall at all times remain subject to the policies of the Exchange.
(b) For greater certainty, the vesting of Share Units may be determined by the Administrators to include Performance Conditions, in the case of Performance Share Units, in which the number of Common Shares (or cash equivalent) to be delivered to a Participant for each Performance Share Unit that vests may fluctuate based upon the Corporation’s performance and/or the Market Price of the Common Shares, in such manner as determined by the Administrators in their sole discretion.

each grant of Options and the vesting period for each award of Deferred Share Units;

(d) interpret and construe the provisions of this Plan and any agreement or instrument under the Plan;
(e) require that any Participant provide certain representations, warranties and certifications to the Corporation to satisfy the requirements of applicable laws, including without limitation, exemptions from the registration requirements of the 1933 Act and applicable state securities laws; and
(f) make all other determinations and take all other actions as they determine to be necessary or desirable to implement, administer and give effect to this Plan.
3. ELIGIBILITY AND PARTICIPATION IN PLAN 3.1 The Plan and Participation: The Plan is hereby established for Eligible Persons. Restricted Share Units and Performance Share Units may be awarded and Options may be granted to any Eligible Person as determined by the Administrators in accordance with the provisions hereof. Deferred Share Units may be awarded only to Directors who are not Employees in accordance with the provisions hereof. The Corporation and each Participant acknowledge that they are responsible for ensuring and confirming that such Participant is a bona fide Eligible Person entitled to receive Options, Restricted Share Units, Performance Share Units or Deferred Share Units, as the case may be.
3.2 Agreements: All Restricted Share Units and Performance Share Units awarded hereunder shall be evidenced by a share unit agreement (“ Share Unit Agreement ”) between the Corporation and the Participant, substantially in the form set out in Exhibit A or in such other form as the Administrators may approve from time to time. All Options granted hereunder shall be evidenced by an option agreement (“ Option Agreement ”) between the Corporation and the Participant, substantially in the form as set out in Exhibit B or in such other form as the Administrators may approve from time to time. All Deferred Share Units awarded hereunder shall be evidenced by a deferred share unit agreement (“ Deferred Share Unit Agreement ”) between the Corporation and the Participant, substantially in the form set out in Exhibit D or in such other form as the Administrators may approve from time to time.
4. AWARD OF SHARE UNITS 4.1 Award of Share Units: The Administrators may, at any time and from time to time, award Share Units, which upon award shall be designated as either Restricted Share Units or Performance Share Units, to Eligible Persons (other than Eligible Persons providing Investor Relations Activities); provided however that no Share Units will be granted after December 15 of a given calendar year. In awarding any Share Units, the Administrators shall determine: (a) to whom Share Units pursuant to this Plan will be awarded;
(b) the number and type of Share Units (i.e. Restricted Share Units and/or Performance Share Units) to be awarded and credited to each Participant’s Award Account;
(c) the Award Date;
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(c) Each Share Unit shall be subject to vesting (including, if applicable, Performance Conditions) in accordance with the terms set out in the Share Unit Agreement; provided that, vesting shall at all times comply with the policies of the Exchange in effect from time to time.
(d) Notwithstanding anything to the contrary in this Plan, all vesting and issuances or payments, as applicable, in respect of a Share Unit shall be completed no later than December 15 of the third calendar year commencing after the Award Date for such Share Unit.
4.5 Blackout Periods: Should the date of vesting of a Share Unit fall within a Blackout Period formally imposed by the Corporation, such date of vesting shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Blackout Period, such tenth Business Day to be considered the date of vesting for such Share Unit for all purposes under the Plan. Notwithstanding section 7.4 hereof, the ten Business Day period referred to in this section 4.5 may not be extended by the Board.
4.6 Vesting and Settlement: As soon as practicable after the relevant date of vesting of any Share Units awarded under the Plan (including, as appliable, satisfaction of any Performance Conditions) and with respect to a U.S. Participant, no later than 60 days thereafter, but subject to subsection 4.4(d), a Participant shall be entitled to receive and the Corporation shall issue or pay (at its discretion):
(a) a lump sum payment in cash equal to the number of vested Share Units recorded in the Participant’s Share Unit Account multiplied by the Market Price of a Common Share on the Payout Date;
(b) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant’s Share Units in the Participant’s Share Unit Account, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares; or
(c) any combination of the foregoing.
4.7 Taxes and Source Deductions : the Corporation or an affiliate of the Corporation may take such reasonable steps for the deduction and withholding of any taxes and other required source deductions which the Corporation or the affiliate, as the case may be, is required by any law or regulation of any governmental authority whatsoever to remit in connection with this Plan, any Share Units or any issuance of Common Shares (“ Withholding Obligations ”). Without limiting the generality of the foregoing, the Corporation may, at its discretion, subject to approval of the Exchange, if required: (i) deduct and withhold those amounts it is required to remit pursuant to the Withholding Obligations from any cash remuneration or other amount payable to the Participant, whether or not related to this Plan, the vesting of any Share Units or the issue of any Common Shares; (ii) allow the Participant to make a cash payment to the Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant; (iii) allow the Participant to satisfy Withholding Obligations by having the Corporation withhold and sell such number of Common Shares otherwise issuable to the Participant upon settlement of the Share
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Units as is necessary to satisfy the Withholding Obligations; or (iv) settle a portion of vested Share Units of a Participant in cash equal to the amount the Corporation is required to remit, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps undertaken in connection with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to a Participant on vesting of any Share Units may be made conditional upon the Participant (or other person) reimbursing or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment to it in a timely manner of all taxes required to be remitted and penalties, if any, pursuant to the Withholding Obligations, for the account of the Participant.

4.8 Rights Upon an Event of Termination:
(a) Subject to section 2.4(d), if an Event of Termination has occurred in respect of any Participant, any and all Common Shares corresponding to any vested Share Units in the Participant’s Share Unit Account shall be issued as soon as practicable after the Event of Termination to the former Participant in accordance with section 4.6 hereof. With respect to each Share Unit of a U.S. Participant, such Share Unit will be settled and shares issued as soon as practicable following the date of vesting of such Share Unit as set forth in the applicable Share Unit Agreement, but in all cases within 60 days following such date of vesting.
(b) If an Event of Termination has occurred in respect of any Participant, any unvested Share Units in the Participant’s Share Unit Account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an employment agreement or consulting agreement with an Eligible Person or as required under applicable employment standards legislation, be forfeited and cancelled; provided that the Administrators may, in their discretion (subject to section 2.4(d) and the policies of the Exchange), agree to waive vesting conditions applicable to a Share Unit that is unvested at the time of an Event of Termination, and therefore deem such Share Units to have vested on the date of the Event of Termination, which shall be settled and shares delivered within the timeline established by the Administrators, provided that in the case of a U.S. Participant, such Share Units shall be settled and shares delivered as soon as practicable following the date of vesting of such Share Unit as set forth in the applicable Share Unit Agreement, but in all cases within 60 days following such date of vesting; provided that, no unvested Share Unit of a U.S. Participant shall vest prior to one year from the date of issuance unless acceleration is in connection with a Change of Control, or other similar transaction, and provided further that for so long as the Common Shares are listed on the TSXV, no unvested Share Unit of a Participant may vest before the date that is one year following the date of grant or issue, unless it is in respect of a Participant that ceases to be an Eligible Person pursuant to Section 7.2.
(c) If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Share Units in accordance with this section 4.8, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the death; provided that, in the case of a U.S.
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shall be limited to employees of the Corporation or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in Sections 424(e) and 424(f) of the Code, respectively, of the Corporation, and any other Eligible Persons who are eligible to receive Incentive Stock Options under the provisions of Section 422 of the Code. In granting any Options, the Administrators shall determine: (a) to whom Options pursuant to the Plan will be granted;

(b) the number of Options to be granted, the Grant Date and the Exercise Price of each Option;
(c) subject to section 5.4 hereof, the expiration date of each Option; and (d) subject to section 5.3 hereof, the applicable vesting criteria,

provided, however that the Exercise Price for a Common Share pursuant to any Option shall not be less than the Discounted Market Price on the Grant Date in respect of that Option, and with respect to Options granted to U.S. Participants, the Exercise Price shall not be less than the Market Price on the last trading day prior to the Grant Date (and shall under no circumstances be less than $0.05 for so long as the Common Shares are listed on the TSXV), and with respect to Incentive Stock Options granted to any Participant who owns, directly or indirectly through attribution, stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of any of its subsidiaries (within the meaning of Code section 424(f)) on the Grant Date (such a Participant, a “ Ten Percent Owner ”), (1) the Exercise Price shall be no less than 110% of the Market Price on the last trading day prior to the Grant Date, and (2) the expiration date of such Incentive Stock Option shall be no later than the fifth anniversary of the Grant Date. If the Corporation does not issue a news release to announce the grant and the exercise price of an Option, the Discounted Market Price is the last Market Price before the date of grant of the Option less the applicable discount.

5.2 Option Agreement: Upon each grant of Options to a Participant, an Option Agreement shall be delivered by the Administrators to the Participant. No Option shall be an Incentive Stock Option unless so designated by the Administrators at the time of grant or in the applicable Option Agreement.
5.3 Vesting:
(a) Subject to subsection 2.3(e) above with respect to grants to Eligible Persons providing Investor Relations Activities, at the time of the grant of any Options, the Administrators shall determine, in accordance with applicable vesting requirements of the Exchange, the vesting criteria applicable to such Options.
(b) The Administrators may determine when any Option will become exercisable and may determine that Options shall be exercisable in instalments or pursuant to a vesting schedule. The Option Agreement will disclose any vesting conditions prescribed by the Administrators.
(c) For greater certainty, notwithstanding anything else contained in this Plan, there can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the Exchange.

Participant, the Share Units shall be treated in accordance with applicable laws of descent and distribution, but in any such treatment shall not extend beyond the foregoing one year period.

(d) Notwithstanding the foregoing subsection 4.8(a), for greater certainty, if a Participant’s employment is terminated for Cause or if a Participant resigns without Good Reason, each unvested Share Unit in the Participant’s Share Unit Account shall forthwith and automatically be forfeited by the Participant and cancelled. Notwithstanding the foregoing, if a Participant’s employment is terminated for Cause but they remain entitled to notice of termination or pay in lieu of notice under applicable employment standards legislation, each unvested Share Unit in the Participant’s Share Unit Account shall be forfeited on the latter of the Participant’s last day worked or the end of the period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given.
(e) For the purposes of this Plan and all matters relating to the Share Units, the date of the Event of Termination shall be the latter of the Participant’s last day worked or, if applicable, the end of any period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given, but shall otherwise be determined without regard to any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

4.9 Share Unit Accounts: A separate notional account for Share Units shall be maintained for each Participant (a “ Share Unit Account ”). Each Share Unit Account will be credited with Share Units awarded to the Participant from time to time pursuant to section 4.1 hereof by way of a bookkeeping entry in the books of the Corporation. On the vesting of the Share Units pursuant to section 4.3 hereof and the corresponding settlement of such Share Units pursuant to section 4.6 hereof, or on the forfeiture and cancellation of the Share Units pursuant to section 4.8 hereof, the applicable Share Units credited to the Participant’s Share Unit Account will be cancelled. Without limiting the generality of the foregoing, if a Share Unit fails to vest in accordance with the provisions of this Plan and/or the Share Unit Agreement, such Share Units shall be forfeited and the applicable Share Units credited to the Participant’s Share Unit Account will be cancelled.

4.10 Record Keeping: the Corporation shall maintain records in which shall be recorded: (a) the name and address of each Participant;
(b) the number of Share Units credited to each Participant’s Share Unit Account;
(c) any and all adjustments made to Share Units recorded in each Participant’s Share Unit Account; and
(d) any other information which the Corporation considers appropriate to record in such records.

5. GRANT OF OPTIONS

5.1 Grant of Options: The Administrators may at any time and from time to time grant Options to Eligible Persons; provided, however, that grants of Incentive Stock Options
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5.4 Term of Option/Blackout Periods: The term of each Option shall be determined by the Administrators; provided that no Option shall be exercisable after ten years from the Grant Date (or in the case of a Charitable Stock Option, the earlier of ten years from the Grant Date and the 90th day following the date that the holder of the Charitable Stock Option ceases to be an Eligible Charitable Organization, or in the case of an Incentive Stock Option granted to a Ten Percent Owner, five years from the Grant Date). Unless otherwise determined by the Administrators in their sole discretion, should the term of an Option expire on a date that falls within a Blackout Period formally imposed by the Corporation, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Blackout Period, such tenth Business Day to be considered the expiration date for such Option for all purposes under the Plan; provided that in respect of U.S. Participants, under no circumstances shall the expiration date be extended beyond the original expiration date of such Option as specified on the Grant Date, unless such extension is approved by the Board and only to the extent and in a manner that such extension will not result in the imposition of taxes or be treated as an extension of the Option under Section 409A of the Code. Notwithstanding section 7.4 hereof, the ten Business Day period referred to in this section 5.4 may not be extended by the Board.

5.5 Exercise of Option:

Options that have vested in accordance with the provisions of this Plan and the applicable Option Agreement may be exercised at any time, or from time to time, during their term and subject to the provisions of sections 5.6, 5.7, 5.8 and 5.10 hereof as to any number of whole Common Shares that are then available for purchase thereunder; provided that no partial exercise may be for less than 100 whole Common Shares. Options may be exercised by delivery of a written notice of exercise to the Administrators, substantially in the form attached to this Plan as Exhibit C (the “ Option Exercise Notice ”), with respect to the Options, or by any other form or method of exercise acceptable to the Administrators.

5.6 Regular Exercise; Payment and Issuance:
(a) Upon actual receipt by the Corporation or its agent of the materials required by subsection 5.5 and receipt by the Corporation of cash, a cheque, bank draft or other form of acceptable payment for the aggregate Exercise Price, the number of Common Shares in respect of which the Options are exercised will be issued as fully paid and non-assessable shares and the Participant exercising the Options shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares. No person or entity shall enjoy any part of the rights or privileges of a holder of Common Shares which are subject to Options until that person or entity becomes the holder of record of those Common Shares. No Common Shares will be issued by the Corporation prior to the receipt of payment by the Corporation for the aggregate Exercise Price for the Options being exercised.
(b) Without limiting the foregoing, and unless otherwise determined by the Administrators or not compliant with any applicable laws, (i) cashless exercise of Options shall only be available to a Participant who was granted and is exercising such Options outside the United States as a non-U.S. Person in compliance with Regulation S under the 1933 Act at a time when the Common Shares are listed and posted for trading on an Exchange or market in Canada
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that permits cashless exercise, the Participant intends to immediately sell the Common Shares issuable upon exercise of such Options in Canada and the proceeds of sale will be sufficient to satisfy the Exercise Price of the Options, and (ii) if an eligible Participant elects to exercise the Options through cashless exercise and complies with any relevant protocols approved by the Administrators, a sufficient number of the Common Shares issued upon exercise of the Options will be sold in Canada by a designated broker on behalf of the Participant to satisfy the Exercise Price of the Options, the Exercise Price of the Options will be delivered to the Corporation and the Participant will receive only the remaining unsold Common Shares from the exercise of the Options and the net proceeds of the sale after deducting the Exercise Price of the Options, applicable taxes and any applicable fees and commissions, all as determined by the Administrators from time to time. The Corporation shall not deliver the Common Shares issuable upon a cashless exercise of Options until receipt of the Exercise Price therefor, whether by a designated broker selling the Common Shares issuable upon exercise of such Options through a short position or such other method determined by the Administrators in compliance with applicable laws.
5.7 Cashless Exercise: Subject to prior approval by the Administrators, and provided that the Common Shares are listed and posted for trading on an Exchange or market that permits cashless exercise, a Participant may elect cashless exercise in its Option Exercise Notice. In such case, the Participant will not be required to deliver to the Administrators a cheque or other form of payment for the aggregate Exercise Price referred to above. Instead the following provisions will apply: (a) Whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Common Shares underlying the Options. The brokerage firm then sells a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Common Shares from the exercise of the Options and the Participant then receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares.
(b) Before the relevant trade date, the Participant will deliver the Option Exercise Notice including details of the trades to the Corporation electing the cashless exercise and the Corporation will direct its registrar and transfer agent to issue a certificate for such Participant’s Common Shares in the name of the broker (or as the broker may otherwise direct) for the number of Common Shares issued on the exercise of the Options, against payment by the broker to the Corporation of (i) the Exercise Price for such Common Shares; and (ii) the amount the Corporation determines, in its discretion, is required to satisfy the Corporation withholding tax and source deduction remittance obligations in respect of the exercise of the Options and issuance of Common Shares.
(c) The broker will deliver to the Participant the remaining value of the Options, net of any brokerage commission or other expenses (the “ In-the-Money Amount ”), in either (i) cash in an amount equal to the In-the-Money-Amount, or (b) such number of Common Shares (rounded down to the nearest whole number) having a fair Market Price equal to the In-the-Money Amount, plus a cash amount equal
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withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to a Participant on the exercise of Options may be made conditional upon the Participant (or other person) reimbursing or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment in a timely manner of all taxes required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant.
5.10 Rights Upon an Event of Termination: (a) If an Event of Termination has occurred in respect of any Participant, any unvested Options, to the extent not available for exercise as of the date of the Event of Termination, shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an employment agreement or consulting agreement with an Eligible Person, be forfeited and cancelled; provided that the Administrators may, in their discretion (subject to section 2.4(d) and the policies of the Exchange, as well as applicable employment standards legislation), agree to vest an Option that is unvested at the time of an Event of Termination, on the timeline established determined by the Administrators; provided that in respect of Options granted to an Investor Relations Service Provider, the foregoing is subject to prior written approval of the Exchange.
(b) Except as otherwise stated herein or otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an employment agreement or consulting agreement with an Eligible Person (provided such determination does not exceed a maximum of one year), or as required under applicable employment standards legislation, upon the occurrence of an Event of Termination in respect of a Participant, any vested Options granted to the Participant that are available for exercise may be exercised only before the earlier of:
- (i) the expiry of the Option; and
- (ii) 90 days after the date of the Event of Termination,
- provided that in respect of Options granted to an Investor Relations Service Provider, the foregoing is subject to prior written approval of the Exchange.
(c) Notwithstanding the foregoing subsections 5.10 and (b), if a Participant’s employment is terminated for Cause or if a Participant resigns without Good Reason, each Option held by the Participant, whether or not then exercisable, shall forthwith and automatically be cancelled and may not be exercised by the Participant. Notwithstanding the foregoing, if a Participant’s employment is terminated for Cause but they remain entitled to notice of termination or pay in lieu of notice under applicable employment standards legislation, each Option shall be forfeited on the latter of the Participant’s last day worked or the end of the period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given.
(d) For the purposes of this Plan and all matters relating to the Options, the date of the Event of Termination shall be the latter of the Participant’s last day worked or,

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to the fraction of a Common Share that would otherwise be issuable multiplied by the fair Market Price of a Common Share.

5.8 Net Exercise: Subject to prior approval by the Administrators, a Participant, excluding Investor Relations Service Providers, may elect to surrender for cancellation to the Corporation any vested Options being exercised and the Corporation will issue to the Participant, as consideration for the surrender of such Options, that number of Common Shares (rounded down to the nearest whole Common Share) on a net issuance basis in accordance with the following formula below:

X = Y (A - B)

where:

X = The number of Common Shares to be issued to the Participant in consideration for the net exercise of the Options under this section 5.8;

Y = The number of vested Options with respect to the vested portion of the Option to be surrendered for cancellation;
A = The VWAP of the Common Shares; and
B = The Exercise Price for such Options.

The Corporation may elect to forego any deduction in accordance with subsection 110(1.1) of the Income Tax Act (Canada) with respect to Options settled on a net exercise basis.

In the event of a cashless exercise or net exercise, the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Corporation, must be included in calculating the limits set forth in sections 2.3(a), 2.3(b), 2.3(d), 2.3(e), 2.3(c)(i) and 2.3(c)(ii).

5.9 Taxes and Source Deductions : The Corporation or an affiliate of the Corporation may take such reasonable steps for the deduction and withholding of any taxes and other required source deductions which the Corporation or the affiliate, as the case may be, is required by any law or regulation of any governmental authority whatsoever to remit pursuant to the Withholding Obligations in connection with this Plan, any Options or any issuance of Common Shares. Without limiting the generality of the foregoing, the Corporation may, at its discretion, subject to approval of the Exchange, if required: (i) deduct and withhold those amounts it is required to remit, pursuant to the Withholding Obligations, from any cash remuneration or other amount payable to the Participant, whether or not related to the Plan, the exercise of any Options or the issue of any Common Shares; (ii) provide for the Participant to satisfy Withholding Obligations by having the Corporation withhold and sell such number of Common Shares otherwise issuable to the Participant upon exercise of the Options as is necessary to satisfy the Withholding Obligations; or (iii) allow the Participant to make a cash payment to the Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps undertaken in connection with the foregoing result in inadequate

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if applicable, the end of any period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given, but shall otherwise be determined without regard to any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

(e) If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Options in accordance with this section 5.10, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the death; provided that, subject to section 2.4(d), in the case of a U.S. Participant, any Options held by such Participant shall be treated in accordance with applicable laws of descent and distribution.

5.11 Record Keeping: The Corporation shall maintain an Option register in which shall be recorded:
(a) the name and address of each holder of Options; (b) the number of Common Shares subject to Options granted to each holder of Options;
(c) the term of the Option and Exercise Price, including adjustments for each Option granted; and
(d) any other information which the Corporation considers appropriate to record in such register.

5.12 Incentive Stock Options: Subject to Section 422(d) of the Code, the aggregate Market Price (determined as of the Grant Date) of Common Shares with respect to which all Incentive Stock Options held by a Participant first become exercisable in any calendar year under the Plan or any other plan of the Corporation (and its parent and subsidiary corporations, within the meaning of Code section 424(e) and (f), as may exist from time to time) may not exceed $100,000 or such other amount as may be permitted from time to time under Section 422 of the Code, and may not be less than $0.05 for so long as the Common Shares are listed on the TSXV. To the extent that such aggregate Market Price exceeds $100,000 or other applicable amount in any calendar year, such Options will be treated as non-statutory stock options with respect to the amount of aggregate Market Price thereof that exceeds the limit under Section 422(d) of the Code. For this purpose, the Incentive Stock Options will be taken into account in the order in which they were granted. In such case, the Corporation may designate the Common Shares that are to be treated as stock acquired pursuant to the exercise of Incentive Stock Options and the Commons Shares that are to be treated as stock acquired pursuant to nonstatutory stock options by issuing separate certificates for such Common Shares and identifying the certificates as such in the stock transfer records of the Corporation.

6. AWARD OF DEFERRED SHARE UNITS

6.1 Award of Deferred Share Units:
(a) The Administrators may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person may be given, subject to the conditions stated herein, the right to elect in accordance with
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section 6.1(b) to participate in the grant of additional DSUs pursuant to this Article 6. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 6 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “ Elected Amount ” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the “ Cash Fees ”).

(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Exhibit E hereto (the “ Election Notice ”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31st in the year prior to the year in which the services giving rise to the compensation are performed (other than for Director Fees payable for the 2022 financial year to any Electing Person who is not a U.S. Participant as of the date of this Plan, in which case such Electing Person shall file the Election Notice by the date that is 30 days from the effective date of the Plan with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Participant, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Participant as of the Effective Date of this Plan and who was not eligible to participate in the Predecessor Plan or in any other deferred compensation plan required to be aggregated with this Plan for purposes of Section 409A of the Code, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and in the case of a newly appointed Electing Person who is a U.S. Participant, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.
(c) Subject to subsection 6.1(d), the election of an Electing Person under subsection 6.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.
(d) Each Electing Person who is not a U.S. Participant is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Exhibit F hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a Blackout Period. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with subsection 6.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 6, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Participant to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that
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except as otherwise provided in a Deferred Share Unit Agreement, on the settlement date for any DSU, each vested DSU will be redeemed for:

  - (i) one fully paid and non-assessable Common Share issued from treasury to the Participant or as the Participant may direct, or

  - (ii) a cash payment, or

  - (iii) a combination of Common Shares and cash as contemplated by paragraphs (i) and (ii) above,

  - in each case as determined by the Administrators in their discretion.

(b) Any cash payments made under this section 6.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.
6.6 Taxes and Source Deductions : the Corporation or an affiliate of the Corporation may take such reasonable steps for the deduction and withholding of any taxes and other required source deductions which the Corporation or the affiliate, as the case may be, is required by any law or regulation of any governmental authority whatsoever to remit pursuant to the Withholding Obligations in connection with this Plan, any Deferred Share Units or any issuance of Common Shares. Without limiting the generality of the foregoing, the Corporation may, at its discretion, subject to approval of the Exchange, if required: (i) deduct and withhold those amounts it is required to remit pursuant to the Withholding Obligations from any cash remuneration or other amount payable to the Participant, whether or not related to the Plan, the vesting or settlement of any Deferred Share Units or the issue of any Common Shares; (ii) allow the Participant to make a cash payment to the Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant; (iii) provide for Participants to satisfy Withholding Obligations by having the Corporation withhold and sell such number of Common Shares otherwise issuable to the Participant upon settlement of the DSUs as is necessary to satisfy the Withholding Obligations; or (iv) settle a portion of vested Deferred Share Units of a Participant in cash equal to the amount the Corporation is required to remit, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps undertaken in connection with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to a Participant on settlement of any Deferred Share Units may be made conditional upon the Participant (or other person) reimbursing or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment to it in a timely manner of all taxes required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant.
6.7 Rights Upon an Event of Termination:

calendar year after the expiration of the election period for that year, and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Exhibit G is delivered.

(e) Any DSUs granted pursuant to this Article 6 prior to the delivery of a termination notice pursuant to Section 6.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.
(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Administrator, by (ii) the Market Price of a Common Share on the Award Date; provided that, notwithstanding the foregoing, for so long as the Common Shares are listed on the TSXV, under no circumstances shall the Market Price be less than $0.05 for the purposes of this subsection 6.1(f).
(g) In addition to the foregoing, the Administrators may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Administrators may prescribe, award DSUs to any Participant.
6.2 Deferred Share Unit Agreement: Upon the award of each Deferred Share Unit to a Participant, a Deferred Share Unit Agreement shall be delivered by the Administrators to the Participant.
6.3 Vesting: Subject to sections 6.7 and section 7.2 (in respect of a Participant that ceases to be an Eligible Person thereunder), Deferred Share Units shall vest on the date that is 12 months following the date of grant or issue.
6.4 Blackout Periods: Should the date of vesting of a Deferred Share Unit fall within a Blackout Period formally imposed by the Corporation, such date of vesting shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Blackout Period, such tenth Business Day to be considered the date of vesting for such Deferred Share Unit for all purposes under the Plan. Notwithstanding section 7.4 hereof, the ten Business Day period referred to in this section 6.4 may not be extended by the Board.
6.5 Settlement:
(a) Subject to section 2.4(d), DSUs shall be settled on the date established in the Deferred Share Unit Agreement; provided, however that in no event shall a DSU be settled prior to a Participant’s Termination Date, or, in the case of a Canadian Participant, later than one (1) year following the date of the applicable Canadian Participant’s Termination Date. In the case of a Participant (other than a Canadian Participant), in no event shall a DSU be settled later than three (3) years following the date of the applicable Participant’s Termination Date. If the Deferred Share Unit Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the Participant’s Termination Date, subject to the delay that may be required pursuant to the Code in the case of a U.S. Participant. Subject to the Code in the case of a U.S. Participant, and
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(a) Subject to section 2.4(d), if an Event of Termination has occurred in respect of any Participant, any and all Common Shares corresponding to any vested Deferred Share Units in the Participant’s DSU Account shall be issued as soon as practicable after the Event of Termination to the former Participant in accordance with section 6.5 hereof.

(b) If an Event of Termination has occurred in respect of any Participant, any unvested Deferred Share Units in the Participant’s DSU Account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an agreement with an Eligible Person, or as required under applicable employment standards legislation, be forfeited and cancelled; provided that the Administrators may, in their discretion (subject to section 2.4(d) and the policies of the Exchange), agree to waive vesting conditions applicable to a DSU that is unvested at the time of an Event of Termination, and therefore deem such DSU to have vested on the date of the Event of Termination, which shall be settled and shares delivered within the timeline established by the Administrators, provided that in the case of a U.S. Participant, the DSU shall settle in accordance with the election previously made by the participant.

(c) If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Deferred Share Units in accordance with this section 6.7, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the death; provided that, in the case of a U.S. Participant, any Deferred Share Units held by such Participant shall be treated in accordance with applicable laws of descent and distribution.
(d) Notwithstanding the foregoing subsection 6.7(b), for greater certainty, if a Participant’s employment is terminated for Cause or if a Participant resigns without Good Reason, each unvested Deferred Share Unit in the Participant’s DSU Account shall forthwith and automatically be forfeited by the Participant and cancelled. Notwithstanding the foregoing, if a Participant’s employment is terminated for Cause but they remain entitled to notice of termination or pay in lieu of notice under applicable employment standards legislation, each unvested Deferred Share Unit in the Participant’s DSU Account shall be forfeited on the latter of the Participant’s last day worked or the end of the period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given.
(e) For the purposes of this Plan and all matters relating to the Deferred Share Units, the date of the Event of Termination shall be the latter of the Participant’s last day worked or, if applicable, the end of any period of notice of termination required under applicable employment standards legislation, regardless of whether notice of termination or pay in lieu thereof is given, but shall otherwise be determined without regard to any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).
6.8 Deferred Share Unit Account: A separate notional account for Deferred Share Units shall be maintained for each Participant (which, for greater certainty includes Electing Persons) (a “ DSU Account ”). Each DSU Account will be credited with Deferred Share

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Units awarded to the Participant from time to time pursuant to section 6.1 hereof by way of a bookkeeping entry in the books of the Corporation.

6.9 Record Keeping: the Corporation shall maintain records in which shall be recorded: (a) the name and address of each Participant;
(b) the number of Deferred Share Units credited to each Participant’s DSU Account;
(c) any and all adjustments made to Deferred Share Units recorded in each Participant’s DSU Account; and
(d) any other information which the Corporation considers appropriate to record in such records.

7. GENERAL

7.1 Effective Date of Plan: The Plan shall be effective as of the Effective Date.
7.2 Change of Control:

(a) If there is a Change of Control transaction then, notwithstanding any other provision of this Plan except subsection 4.4(d) which will continue to apply in all circumstances and unless otherwise determined by the Administrators in their sole discretion, any or all unvested Share Units, any or all Options (whether or not currently exercisable) and any or all unvested Deferred Share Units shall automatically vest or become exercisable, as applicable, such that Participants under the Plan shall be able to participate in the Change of Control transaction, including, at the election of the holder thereof, by surrendering such Share Units, Options and Deferred Share Units to the Corporation or a third party or exchanging such Share Units, Options or Deferred Share Units, for consideration in the form of cash and/or securities, to be determined by the Administrators in their sole discretion, subject to any necessary Exchange approvals. For greater certainty, the occurrence of a Change of Control will not trigger the right of a Participant to receive a payment in respect of a Deferred Share Unit prior to a Termination Date for such Participant. Further, the Administrators shall have the right to provide for the conversion or exchange of any Share Units, Options and Deferred Share Units into or for other rights or other securities in any entity participating in or resulting from the Change of Control. In addition, the Administrators shall have the right to determine, in their discretion, that Share Units, Options or Deferred Share Units outstanding shall not become vested and shall be cancelled and forfeited to the Corporation in the event of a Change of Control. Notwithstanding the foregoing, with respect to Options of U.S. Participants, any exchange, substitution or amendment of such Options will occur only to the extent and in a manner that will not result in the imposition of taxes under Section 409A of the Code, and with respect to Share Units or Deferred Share Units, as applicable, of U.S. Participants, any surrender or other modification of Share Units or Deferred Share Units, as applicable, will occur only to the extent such surrender or other modification will not result in the imposition of taxes under Section 409A of the Code. Notwithstanding the foregoing, there can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the Exchange.

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(a) not adversely alter or impair any Share Unit previously awarded or any Option previously granted or any Deferred Share Unit previously awarded except as permitted by the provisions of section 7.3 hereof, and, with respect to Share Units, Options and Deferred Share Units of U.S. Participants, such amendment will not result in the imposition of taxes under Section 409A of the Code;
(b) be subject to any regulatory approvals including, where required, the approval of the Exchange; and
(c) be subject to shareholder approval, where required by the requirements of the Exchange, provided that shareholder approval shall not be required for the following amendments:
(i) amendments of a “housekeeping nature”, including any amendment to this Plan or a Share Unit or Option or Deferred Share Unit that is necessary to comply with applicable laws, tax or accounting provisions or the requirements of any regulatory authority or stock exchange and any amendment to the Plan or a Share Unit or Option or deferred share unit to correct or rectify any ambiguity, defective provision, error or omission therein, including any amendment to any definitions therein; and
(ii) amendments that are necessary or desirable for Share Units or Options or Deferred Share Units to qualify for favourable treatment under any applicable tax law; and
(d) be subject to disinterested shareholder approval in the event of any reduction in the Exercise Price, or the extension of the term, of any Option granted under the Plan to an Insider.
For greater certainty and subject to approval by the Exchange (if applicable), shareholder approval shall be required in circumstances where an amendment to the Plan would:
(a) increase the number of Common Shares issuable under the Plan, otherwise than in accordance with the terms of this Plan;
(b) increase the limits in section 2.3;
(c) reduce the Exercise Price of any Option (including any cancellation of an Option for the purpose of reissuance of a new Option at a lower Exercise Price to the same person);
(d) extend the term of any Option beyond the original term (except if such period is being extended by virtue of section 5.4 hereof);
(e) the addition of any form of financial assistance to an Employee or Director not otherwise provided for herein (subject to disinterested shareholder approval for so long as the Common Shares are listed on the TSXV); or
(f) amend this section 7.4.
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7.3 Reorganization Adjustments: (a) In the event of any declaration by the Corporation of any stock dividend payable in securities (other than a dividend which may be paid in cash or in securities at the option of the holder of Common Shares), or any subdivision or consolidation of Common Shares, reclassification or conversion of Common Shares, or any combination or exchange of securities, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin off involving the Corporation, distribution (other than normal course cash dividends) of company assets to holders of Common Shares, or any other corporate transaction or event involving the Corporation or the Common Shares, the Administrators, in the Administrators’ sole discretion, may, subject to any relevant resolutions of the Board and any necessary Exchange approvals, and without liability to any person, make such changes or adjustments, if any, as the Administrators consider fair or equitable, in such manner as the Administrators may determine, to reflect such change or event including, without limitation, adjusting vesting (including accelerated vesting, and if it relates to vesting provisions of Options granted to persons providing Investor Relations Activities, then subject to prior Exchange approval), adjusting the number of Options, Share Units and Deferred Share Units outstanding under this Plan, the type and number of securities or other property to be received upon exercise or redemption thereof, and the Exercise Price of Options outstanding under this Plan, provided that the value of any Option, Share Unit and Deferred Share Units immediately after such an adjustment, as determined by the Administrators, shall not exceed the value of such Option, Share Unit and Deferred Share Units prior thereto, as determined by the Administrators.
(b) Notwithstanding the foregoing, with respect to Options, Share Units and Deferred Share Units of U.S. Participants, such changes or adjustments will be made in a manner so as to not result in the imposition of taxes under Section 409A of the Code and will comply with the requirements in subsection 4.4(d).
(c) The Corporation shall give notice to each Participant in the manner determined, specified or approved by the Administrators of any change or adjustment made pursuant to this section and, upon such notice, such adjustment shall be conclusive and binding for all purposes.
(d) The Administrators may from time to time, subject to any necessary prior Exchange approvals, adopt rules, regulations, policies, guidelines or conditions with respect to the exercise of the power or authority to make changes or adjustments pursuant to section 7.2 or section 7.3(a). The Administrators, in making any determination with respect to changes or adjustments pursuant to section 7.2 or section 7.3(a) shall be entitled to impose such conditions as the Administrators consider or determine necessary in the circumstances, including conditions with respect to satisfaction or payment of all applicable taxes (including, but not limited to, withholding taxes).
7.4 Amendment or Termination of Plan: The Board may amend this Plan or any Share Unit or any Option or any Deferred Share Unit at any time without the consent of Participants provided that such amendment shall:
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no further Share Units shall be awarded and no further Options shall be granted and no further Deferred Share Units shall be awarded, but the Shares Units then outstanding and credited to Participants’ Share Unit Accounts and the Options then outstanding and the Deferred Share Units then outstanding and credited to Participants’ DSU Accounts shall continue in full force and effect in accordance with the provisions of this Plan. Any termination of this Plan shall occur in a manner that will not result in the imposition of taxes on a U.S. Participant under Section 409A of the Code.

7.6 Transferability: A Participant shall not be entitled to transfer, assign, charge, pledge or hypothecate, or otherwise alienate, whether by operation of law or otherwise, the Participant’s Share Units or Options or Deferred Share Units or any rights the Participant has under the Plan.
7.7 Rights as a Shareholder: Under no circumstances shall the Share Units or Options or Deferred Share Units be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares (including, but not limited to, the right to dividend equivalent payments).
7.8 Credits for Dividends: (a) Subject to sections 7.7, 7.8(b) and 7.8(c), whenever cash or other dividends are paid on Common Shares, additional Share Units or Deferred Share Units, as applicable, will be automatically granted to each Participant who holds Share Units or Deferred Share Units, as applicable, on the record date for such dividends. The number of such Share Units or Deferred Share Units (rounded to the nearest whole Share Unit or Deferred Share Unit, as applicable) to be credited to such Participant as of the date on which the dividend is paid on the Common Shares shall be an amount equal to the quotient obtained when (i) the aggregate value of the cash or other dividends that would have been paid to such Participant if the Participant’s Share Units or Deferred Share Units, as applicable, as of the record date for the dividend had been Common Shares, is divided by (ii) the Market Price of the Common Shares as of the date on which the dividend is paid on the Common Shares; provided that, notwithstanding the foregoing, for so long as the Common Shares are listed on the TSXV, under no circumstances shall the Market Price be less than $0.05 for the purposes of this subsection 7.8(a). Share Units and Deferred Share Units granted to a Participant pursuant to this section 7.8 shall be subject to the same vesting conditions (time and performance (as applicable)) as the Share Units and the Deferred Share Units, as applicable, to which they relate.
- (b) In the event that the number of Share Units or the Deferred Share Units, as applicable, to be granted in accordance with section 7.8(a) would result in the number of Common Shares issuable pursuant to all Security Based Compensation granted or awarded hereunder to exceed the limits set out in sections 2.3(a), 2.3(b), 2.3(d), 2.3(e), 2.3(c)(i) and 2.3(c)(ii), such Share Units or Deferred Share Units, as applicable, shall not be granted and the Administrators may determine, in their sole discretion, to make a cash payment to the Participant in lieu thereof equal to the aggregate value determined pursuant to section 7.8(a).
7.5 Termination: The Administrators may terminate this Plan at any time in their absolute discretion, subject, if necessary, to prior Exchange approval. If the Plan is so terminated,
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(c) At the time of the award of Share Units or Deferred Share Units in accordance
with this section 7.8, the Administrators shall determine the vesting criteria in
accordance with Section 4.4 and 6.6, respectively.
7.9 No Effect on Employment, Rights or Benefits:
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(a) The terms of employment shall not be affected by participation in this Plan.
(b) Nothing contained in this Plan shall confer or be deemed to confer upon any Participant the right to continue as a director, officer, employee or Consultant nor interfere or be deemed to interfere in any way with any right of the Corporation, the Board or the shareholders of the Corporation to remove any Participant from the Board or of the Corporation or any Subsidiary to terminate any Participant’s employment or agreement with a Consultant at any time for any reason whatsoever in accordance with applicable law.
(c) Under no circumstances shall any person who is or has at any time been a Participant be able to claim from the Corporation or any Subsidiary any sum or other benefit to compensate for the loss of any rights or benefits under or in connection with this Plan or by reason of participation in this Plan.
7.10 Market Value of Common Shares: The Corporation makes no representation or warranty as to the future market value of any Common Shares. No Participant shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted to or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the market value of the shares of the Corporation or a corporation related thereto.
7.11 Compliance with Applicable Law:
(a) If any provision of this Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith. Notwithstanding the foregoing, the Corporation shall have no obligation to register any securities provided for in this Plan under the 1933 Act.
(b) The award of Share Units, the grant of Options, the award of Deferred Share Units and the issuance of Common Shares under this Plan shall be carried out in compliance with applicable statutes and with the regulations of governmental authorities and the Exchange. If the Administrators determine in their discretion that, in order to comply with any such statutes or regulations, certain action is necessary or desirable as a condition of or in connection with the award of a Share Unit, the grant of an Option, the award of a Deferred Share Unit or the issue of a Common Share upon the vesting of a Share Unit or exercise of an Option or settlement of a Deferred Share Unit, as applicable, that Share Unit may not vest in whole or in part, that Option may not be exercised in whole or in part and that the Deferred Share Unit may not vest in whole or in part, as applicable, unless that action shall have been completed in a manner satisfactory to the Administrators. In addition, unless the Share Units, the Options, the Deferred Share Units and the Common Shares issuable pursuant to the Share Units, Options and Deferred Share Units, as applicable, have been registered under the

1933 Act and any applicable U.S. state securities laws, all rights of a Participant under this Plan shall be subject to and conditioned upon the availability of exemptions or exclusions from the registration requirements of the 1933 Act and any applicable U.S. state securities, as determined by the Corporation in its sole discretion. Any Share Units or Options or Deferred Share Units granted or issued to a person in the United States or a U.S. Person, as well as the issue of Common Shares pursuant thereto, will result in any certificate representing such securities bearing a United States restrictive legend restricting transfer of such securities under United States federal and state securities laws.

(c) If the Common Shares are listed on the TSXV and the award of Share Units, grant of Options or award of Deferred Share Units and the issuance of Common Shares under this Plan, as the case may be, is:
(i) made to a director, officer, promoter, other insider of the Corporation, Consultants, or Significant Securityholders, unless the respective award, grant or issuance or is qualified by prospectus, or issued under a securities take-over bid, rights offering, amalgamation, or other statutory procedure;
(ii) in the case of a grant of Options, to any Person with an exercise price that is less than the applicable Market Price; or
(iii) or, in the case of any such issuance, if issued at a price or deemed price that is less than $0.05 except in the case of securities whose distribution was qualified by a prospectus or securities issued pursuant to the TSX Venture Exchange’s Policy 4.5 – Rights Offering ;

then the Share Unit Agreement, Option Agreement or the Deferred Share Unit Agreement will bear an Exchange Hold Period, and the following legend will be inserted onto the first page of the Share Unit Agreement, Option Agreement or Deferred Share Unit Agreement:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___, 20_____ [i.e., four months and one day after the date of grant].

7.12 Governing Law: This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
7.13 Subject to Approval: This Plan is adopted subject to the approval of the Exchange and any other required regulatory approval. To the extent a provision of this Plan requires regulatory approval which is not received, such provision shall be severed from the remainder of this Plan until the approval is received and the remainder of this Plan shall remain in effect.
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EXHIBIT A

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7.14 Special Terms and Conditions Applicable to U.S. Participants: Options issued to
U.S. Participants are intended to be exempt from Section 409A of the Code pursuant to
Treas. Reg. Section 1.409A-1(b)(5)(i)(A) and the Plan and such Options will be
construed and administered accordingly. Options may be issued to U.S. Participants
under the Plan only if the shares with respect to the Options qualify as “service recipient
stock” as defined in Treas. Reg. Section 1.409A-1(b)(5)(E)(iii). Share Units and Deferred
Share Units awarded to U.S. Participants are intended to be compliant with Section
409A of the Code and such Share Units and Deferred Share Units will be construed and
administered accordingly. Any waiver or acceleration of vesting under this Plan or any
Share Unit Agreement for a U.S. Participant may occur only to the extent that such
acceleration or waiver will not result in the imposition of taxes under Section 409A of the
Code. Any payments made under this Plan or any Share Unit Agreement or any
Deferred Share Unit Agreement to a U.S. Participant as a result of a termination of
employment that are deemed to be subject to Section 409A of the Code shall occur only
if such termination constitutes a “separation from service” as defined in Treas. Reg.
1.409A-1(h). Additionally, any payments resulting from a separation from service made
to a U.S. Participant who is a “specified employee” as defined in Treas. Reg. 1.409A-1(i)
shall be subject to the six month delay in payments required by Treas. Reg. 1.409A-
1(3)(v) if such payments are deemed to be subject to Section 409A of the Code.
Although the Corporation intends Options, Share Units and Deferred Share Units
granted to U.S. Participants to be exempt from or compliant with Section 409A of the
Code, the Corporation makes no representation or guaranty as to the tax treatment of
such Options, Share Units and Deferred Share Units. Each U.S. Participant (and any
beneficiary or the estate of the Participant, as applicable) is solely responsible and liable
for the satisfaction of all taxes and penalties that may be imposed on or for the account
of such U.S. Participant in connection with this Plan. Neither the Corporation nor any
affiliate, nor any employee or director of the Corporation or an affiliate, shall have any
obligation to indemnify or otherwise hold such U.S. Participant, beneficiary or estate
harmless from any or all such taxes or penalties.
APPROVED by the shareholders of Corporation on the day of , 2024.
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THE SHARE UNITS AND THE UNDERLYING COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

[Insert if required: WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___, 20____ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT]. SHARE UNIT AGREEMENT [Restricted/Performance] Share Units

Notice is hereby given that, effective this __ day of ____, _ (the “ Grant Date ”) Thunderbird Entertainment Group Inc. (the “ Corporation ”) has granted to ______ (the “ Participant ”), ______ Share Units pursuant to the Corporation’s Share Compensation Plan (the “ Plan ”), a copy of which has been provided to the Participant.

The Share Units are subject to the following terms:

(a) Pursuant to the Plan and as compensation to the Participant, the Corporation hereby grants to the Participant, as of the Grant Date, the number of Share Units set forth above.
(b) The granting and vesting of the Share Units and the payment by the Corporation of any payout in respect of any Vested Share Units (as defined below) are subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Share Unit Agreement.
(c) [If Restricted Share Units:
The Share Units shall become vested Share Units (the “Vested Share Units”) in accordance with the following schedule:
(i) [Note: Insert vesting conditions]
(ii)
(each a “Vesting Date”).]
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(d) [If Performance Share Units: The Share Units shall become vested Share Units (the “Vested Share Units”) upon achievement of the following Performance Conditions: (i) [Note: Insert Performance Conditions] (ii) (each a “Vesting Date”).]
(e) As soon as reasonably practicable and no later than 60 days following the Vesting Date, or, if the Participant is not a U.S. Participant (as defined in the Plan), such later date mutually agreed to by the Corporation and the Participant, the Participant shall be entitled to receive, and the Corporation shall issue or provide, a payout with respect to those Vested Share Units in the Participant’s Account to which the Vesting Date relates (each a “ Payout Date ”):
(i) a lump sum payment in cash equal to the number of Vested Share Units recorded in the Participant’s Account multiplied by the Market Price of a Common Share on the Payout Date;
(ii) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant’s Share Units in the Participant’s Account, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares; or

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acquiring the Share Units for the benefit of a person in the United States or a U.S.
Person, or (B) an exemption from the registration requirements of the 1933 Act and
all applicable state securities laws is available and the Participant has provided
evidence satisfactory to the Corporation to such effect. The Corporation may
condition awards and elections under the Plan upon receiving from the
undersigned such representations and warranties and such evidence of
registration or exemption under the 1933 Act and all applicable U.S. state
securities laws as is satisfactory to the Corporation, acting in its sole discretion.
(i) Notwithstanding anything to the contrary in this Share Unit Agreement all vesting
and issuances or payments, as applicable, in respect of a Share Unit evidenced
hereby shall be completed no later than December 15 of the third calendar year
commencing after the Restricted Share Grant Date;
In the event of any inconsistency between the terms of this Share Unit Agreement and the Plan,
the terms of the Plan shall prevail unless otherwise determined in the Plan.
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THUNDERBIRD ENTERTAINMENT GROUP INC. Authorized Signatory Signature of Participant Name of Participant

(iii) any combination of the foregoing.
subject to any applicable Withholding Obligations.
(f) The Participant acknowledges that: (i) he or she has received and reviewed a copy of the Plan; and
(ii) the Share Units have been granted to the Participant under the Plan and are subject to all of the terms and conditions of the Plan to the same effect as if all of such terms and conditions were set forth in this Share Unit Agreement, including with respect to termination and forfeiture as set out in Section 4.8 of the Plan.
(g) The grant of the Share Units evidenced hereby is made subject to the terms and conditions of the Plan. The Participant agrees that he/she may suffer tax consequences as a result of the grant of these Share Units and the vesting of the Share Units. The Participant acknowledges that he/she is not relying on the Corporation for any tax advice and has had an adequate opportunity to obtain advice of independent tax counsel.
(h) The Participant represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Eligible Person (as defined in the Plan) entitled to receive Share Units, and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant

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EXHIBIT B
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THE OPTIONS AND THE OPTIONED SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT. [Insert if required: WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___, 20____ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT]. OPTION AGREEMENT

Notice is hereby given that, effective this _ day of ____, _ (the “ Award Date ”) Thunderbird Entertainment Group Inc. (the “ Corporation ”) has granted to ______ (the “ Participant ”), Options to acquire __ Common Shares (the “ Optioned Shares ”) up to 4:30 p.m. Pacific Time on the _ day of ____, __ (the “ Option Expiry Date ”) at an Exercise Price of Cdn$______ per Optioned Share pursuant to the Corporation’s Share Compensation Plan (the “ Plan ”), a copy of which is attached hereto. [FOR U.S. PARTICIPANTS: These Options are intended to constitute [non-statutory stock options]/[ “incentive stock options” within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended.]
The Options are subject to the following terms:
(a) Pursuant to the Plan and as compensation to the Participant, the Corporation hereby grants to the Participant, as of the Award Date, the number of Options set forth above.
(b) The grant of the Options evidenced hereby and the Option Expiry Date thereof, is made subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Option Agreement.
(c) The Optioned Shares may be acquired upon exercise of the Options (in accordance with the Plan) as follows:

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(i) he or she has received and reviewed a copy of the Plan; and
(ii) the Options have been granted to the Participant under the Plan and are
subject to all of the terms and conditions of the Plan to the same effect as
if all of such terms and conditions were set forth in this Option Agreement,
including with respect to termination and forfeiture as set out in
Section 5.10 of the Plan.
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(e) The grant of the Options evidenced hereby is made subject to the terms and
conditions of the Plan. The Participant agrees that he/she may suffer tax
consequences as a result of the grant of these Options and the exercise of the
Options. The Participant acknowledges that he/she is not relying on the
Corporation for any tax advice and has had an adequate opportunity to obtain
advice of independent tax counsel.
(f) The Participant represents and warrants that (i) under the terms and conditions
of the Plan the Participant is a bona fide Eligible Person (as defined in the Plan)
entitled to receive Options, and (ii) either (A) the Participant is not in the United
States or a U.S. Person, nor is the Participant acquiring the Options or any
Optioned Shares for the benefit of a person in the United States or a U.S. Person,
or (B) an exemption from the registration requirements of the 1933 Act and all
applicable state securities laws is available and the Participant has provided
evidence satisfactory to the Corporation to such effect. The Participant understands
that the Options may not be exercised in the United States or by or on behalf of a
U.S. Person unless the Options and the Option Shares have been registered under
the 1933 Act or are exempt from registration thereunder. The Corporation may
condition the exercise of the Options upon receiving from the Participant such
representations and warranties and such evidence of registration or exemption
under the 1933 Act and all applicable state securities laws as is satisfactory to the
Corporation, acting in its sole discretion.
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In the event of any inconsistency between the terms of this Option Agreement and the Plan, the
terms of the Plan shall prevail.
THUNDERBIRD ENTERTAINMENT
GROUP INC.
Authorized Signatory Signature of Participant
Name of Participant
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(i) [insert vesting provisions, if applicable]; and
(ii) [insert hold period when required] .
(d) The Participant acknowledges that:
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EXHIBIT C

NOTICE OF OPTION EXERCISE

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TO: THUNDERBIRD ENTERTAINMENT GROUP INC. (the “ Corporation ”)
FROM: _____
DATE: ____
The undersigned hereby irrevocably gives notice, pursuant to the Corporation’s Share
Compensation Plan (the “ Plan ”), of the exercise of the Options to acquire and hereby
subscribes for:
[check one]
� (a) all of the Optioned Shares; or
� (b) __ of the Optioned Shares,
which are the subject of the Option Agreement attached hereto.
Calculation of total Exercise Price:
(i) number of Optioned Shares to be acquired on __ Optioned Shares
exercise
(ii) multiplied by the Exercise Price per Optioned $ _
Share:
TOTAL EXERCISE PRICE, enclosed herewith (unless
this is a cashless exercise): $ _
A. � The undersigned (i) at the time of exercise of these Options is not in the “United States”
or a “U.S. Person” (as such terms are defined in Regulation S under the United States
Securities Act of 1933, as amended (the “ 1933 Act ”) and is not exercising these Options
on behalf of a person in the United States or U.S. Person and (ii) did not execute or
deliver this Notice of Option Exercise in the United States.
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B. � The undersigned has delivered an opinion of counsel of recognized standing or other evidence in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act, and applicable state securities laws is available for the issuance of the Optioned Shares.

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Note: The undersigned understands that unless Box A is checked, the certificates
representing the Optioned Shares will bear a legend restricting transfer without
registration under the 1933 Act and applicable state securities laws unless an exemption
from registration is available.
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Note: If Box B is checked, any opinion or other evidence tendered must be in form and substance satisfactory to the Corporation. Holders planning to deliver an opinion of counsel or other evidence in connection with the exercise of Options should contact the Corporation in advance to determine whether any opinions to be tendered or other evidence will be acceptable to the Corporation.

I hereby:

(a) unless this is a cashless exercise, enclose a cheque payable to “Thunderbird Entertainment Group Inc.” for the aggregate Exercise Price plus the amount of the estimated Withholding Obligations and agree that I will reimburse the Corporation for any amount by which the actual Withholding Obligations exceed the estimated Withholding Obligations; or
(b) advise the Corporation that I am exercising the above Options on a cashless exercise basis, in compliance with the procedures established from time to time by the Administrators for cashless exercises of Options under the Plan. I will consult with the Corporation to determine what additional documentation, if any, is required in connection with my cashless exercise of the above Options. I agree to comply with the procedures established by the Corporation for cashless exercises and all terms and conditions of the Plan. Please prepare the Optioned Shares certificates, if any, issuable in connection with this exercise in the following name(s):

Signature of Participant Name of Participant Letter and consideration/direction received on ____, 20 _____.

THUNDERBIRD ENTERTAINMENT GROUP INC.

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By:
[Name]
[Title]
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Note: Certificates representing Optioned Shares will not be registered or delivered to an
address in the United States unless Box B above is checked.
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EXHIBIT D DEFERRED SHARE UNIT AGREEMENT THE DEFERRED SHARE UNITS AND THE UNDERLYING COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

[Insert if required: WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___, 20____ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].

Notice is hereby given that, effective this __ day of ____, _ (the “ Grant Date ”) Thunderbird Entertainment Group Inc. (the “ Corporation ”) has granted to ______ (the “ Participant ”), ______ Deferred Share Units pursuant to the Corporation’s Share Compensation Plan (the “ Plan ”), a copy of which has been provided to the Participant.

Deferred Share Units are subject to the following terms:
The Deferred Share Units shall become vested deferred share units (the “ Vested Deferred Share Units ”) on the 12 month anniversary of the Deferred Share Grant Date. [Note: Insert performance criteria to vesting, if any.]
The terms and conditions of the Plan, and the Participation and Election Agreement executed by the Participant named below, are hereby incorporated by reference as terms and conditions of this Deferred Share Unit Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings set out in the Plan.
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1. Neither the Plan nor any action taken thereunder shall interfere with the right of the shareholders of the Corporation to remove a Participant from the Board.
This Deferred Share Unit Agreement and the rights of all parties and the construction of each and every provision hereof and of the Plan and any Deferred Share Units granted hereunder shall be construed according to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding reference to conflicts of laws principles.

DATED effective the _ day of ___, 20_____

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THUNDERBIRD ENTERTAINMENT GROUP
INC.
By:
[Name]
[Title]
ACKNOWLEDGEMENT OF PARTICIPANT
I have read the foregoing Deferred Share Unit Agreement and a copy of the Plan which has
been provided to me and hereby accept the Deferred Share Units in accordance with and
subject to the terms and conditions of this Deferred Share Unit Agreement and the Plan. I agree
to be bound by the terms and conditions of this Deferred Share Unit Agreement and the Plan
governing the award.
Date (Name of Director) [Please Print]
(Signature of Director)
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The determination by the Corporation of any question which may arise as to the interpretation or implementation of the Plan or any of the Deferred Share Units granted hereunder shall be final and binding on the Participant and other persons claiming or deriving rights through him or her.
The Corporation’s issuance of any Deferred Share Units or the obligation to make any payments under the Plan is subject to compliance with applicable laws. As a condition of participating in the Plan, the Participant agrees to comply with all such applicable laws and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such applicable laws.

EXHIBIT E

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to “them in the Share Compensation Plan (the “ Corporation ”). Plan ”) of Thunderbird Entertainment Group Inc. (the

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 6 of the Plan and to receive ____% of my Cash Fees in the form of DSUs in lieu of cash. I confirm that:

I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.
I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of DSUs is based on the value of the shares of the Corporation and therefore is not guaranteed.
To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.
The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

EXHIBIT F

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS (FOR PARTICIPANTS WHO ARE NOT U.S. PARTICIPANTS)

Notwithstanding my previous election in the form Exhibit E of to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 6 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

Signature of Participant Name of Participant

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

Signature of Participant

Name of Participant

EXHIBIT G

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

(U.S. PARTICIPANTS)

Notwithstanding my previous election in the form of Exhibit E to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 6 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Signature of Participant Name of Participant

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

AI assistant

Thunderbird Entertainment Group — AGM Information 2024

43831_rns_2024-11-29_f557184b-baea-4be0-a7c6-80b92602b334.pdf

THUNDERBIRD ENTERTAINMENT GROUP INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

THUNDERBIRD ENTERTAINMENT GROUP INC.

MANAGEMENT INFORMATION CIRCULAR

HOW DO I ASK A QUESTION AT THE MEETING?

APPOINTMENT OF A THIRD PARTY AS PROXY

GENERAL PROXY MATTERS

APPOINTMENT AND REVOCATION OF PROXIES

LEGAL PROXY – US BENEFICIAL SHAREHOLDERS

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

Request for Financial Statements

FIXING THE NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

APPOINTMENT AND REMUNERATION OF AUDITOR

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:

Eligible Participants

APPROVAL OF OMNIBUS PLAN

Administration

Common Shares Issuable & Types of Awards

Options

Share Units

Termination for Cause or Resignation without Good Reason

Change of Control

Credits for Dividends

Amendment

STATEMENT OF EXECUTIVE COMPENSATION

Shareholder Approval

Management recommends the approval of the Omnibus 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.

NAMED EXECUTIVE OFFICERS

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

30

BOARD OF DIRECTORS COMPENSATION

NAMED EXECUTIVE OFFICER COMPENSATION

Base Salary

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION (EXCLUDING

COMPENSATION SECURITIES)

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

Simon Bodymore, CFO

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

AUDIT COMMITTEE DISCLOSURE

CORPORATE GOVERNANCE

OTHER MATTERS

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

SCHEDULE “C”

EQUITY INCENTIVE COMPENSATION PLAN DESCRIPTION

Disability

Retirement

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

Corporate Reorganization

Amendment

Responsibilities and Duties

Audit

David Lazzarato

EXHIBIT A

EXHIBIT C

NOTICE OF OPTION EXERCISE

EXHIBIT E

ELECTION NOTICE

EXHIBIT F

EXHIBIT G

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

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Thunderbird Entertainment Group AGM Information 2024