Thunderbird Entertainment Group — Board/Management Information 2023

Jan 30, 2023

Execution Version

COOPERATION AGREEMENT

This cooperation agreement (the “ Agreement ”) is made as of January 19, 2023 between Thunderbird Entertainment Group Inc., a company organized under the laws of British Columbia, Canada (the “ Company ”) and Voss Value Master Fund, L.P., a Cayman Islands limited partnership, Voss Value-Oriented Special Situations Fund, L.P., a Delaware limited partnership, Voss Advisors GP, LLC, a Texas limited liability company and Voss Capital, LLC, a Texas limited liability company (collectively, “Voss ”).

RECITALS

WHEREAS , the Company and Voss wish to enter into this Agreement in order to reflect their mutual agreement with respect to certain matters;

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Board Composition and Related Matters .

• (a) Appointment of Voss Directors. Effective upon the execution of this Agreement (the date of such execution, the “ Effective Date ”), the Board of Directors of the Company (the “ Board ”) and any applicable committees of the Board shall take all necessary actions to:

  • (i) accept the resignations tendered by each of Marni Wieshofer and Frank Giustra as directors of the Company, who the Company hereby represents have submitted, or shall no later than the date hereof submit, letters of resignation to the Board that will become effective immediately upon execution of this Agreement;

  • (ii) immediately appoint each of Asha Daniere and Mark Trachuk (together, the “ Voss Directors ”) as directors to the Board to fill the vacancies resulting from the resignations of Ms. Wieshofer and Mr. Giustra; and

  • (iii) immediately appoint Taylor Henderson as a non-voting observer to the Board (the “ Observer ”) until the Termination Date (as defined below), subject to the terms and conditions of and the Observer’s execution and delivery of the Observer Agreement (as defined below). The Company agrees that the Observer will receive, on a confidential and restricted basis, copies of all documents distributed to the Board, including, without limitation, notice of all meetings of the Board and the Advisory Committee (as defined below), all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board or the Advisory Committee, and all minutes related to each meeting of the Board or Advisory Committee occurring on or after the date hereof contemporaneous with their distribution to the Board or the Advisory Committee, provided

that the Company will be entitled to withhold any information and exclude the Observer from any Board or Advisory Committee meeting, or any portion thereof, as is reasonably determined by the Company, upon advice of its counsel, to be necessary (A) to protect the Company’s solicitor-client privilege or solicitor work product privilege; (B) to avoid a conflict of interest; (C) to comply with any legal requirement; or (D) to facilitate a meeting of the independent directors without invited guests upon the reasonable request of the Lead Independent Director; provided that no binding actions are taken or submitted to the Board at any such meetings under this clause (D). For greater certainty, the Observer will have the right to attend and participate in discussions, but shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees, at all meetings of the Board and the Advisory Committee of the Board prior to the Termination Date (whether such meetings are held in person, telephonically or otherwise).

(b) Annual Meetings.

(i) 2022 Annual Meeting.

(A) The Company hereby acknowledges and confirms that it has called the 2022 Annual Meeting (as defined below) to be held on March 6, 2023. The Company shall convene and hold the 2022 Annual Meeting on such date and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the 2022 Annual Meeting without the prior written consent of Voss, except (i) as required for quorum purposes, (ii) as required by law, or (iii) if duly adopted and approved by the shareholders at the 2022 Annual Meeting upon a motion duly made and seconded by one or more shareholders.

(B) Following the execution of the Agreement, the Board and any applicable committee of the Board will take all actions necessary to:

I. include a proposal on the agenda for the Company’s 2022 Annual Meeting that the size of Board be expanded from six (6) and be set at seven (7) directors (the “ Board Size Proposal ”). The Company further agrees to recommend and solicit proxies for the approval of the Board Size Proposal at the 2022 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company would recommend other Company-sponsored proposals; and

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II. nominate and solicit for the election of a slate of seven (7) directors at the 2022 Annual Meeting, consisting of Linda Michaelson, Azim Jamal, Jerome Levy, Jennifer T. McCarron (together, the “ Company Directors ”), the Voss Directors and one (1) additional director to be selected by the Company from the remaining candidates nominated by Voss pursuant to that certain notice of director nominations from Voss to the Company dated November 4, 2022 (such director, together with the Voss Directors, each a “ New Director ” and collectively, the “ New Directors ”), each for a term lasting until the Company’s 2023 annual general and special meeting of shareholders (including any continuation, adjournment, postponement or meeting held in lieu thereof, the “ 2023 Annual Meeting ”).

(ii) 2023 Annual Meeting .

(A) For so long as the Termination Date has not occurred, the Company hereby acknowledges and agrees that it will convene and hold its 2023 Annual Meeting by no later than December 31, 2023 and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the 2023 Annual Meeting without the prior written consent of Voss, except (i) as required for quorum purposes, (ii) as required by law, or (iii) if duly adopted and approved by the shareholders at the 2023 Annual Meeting upon a motion duly made and seconded by one or more shareholders.

(B) For so long as the Termination Date has not occurred, the Company hereby agrees to take all actions necessary to re-nominate the New Directors and the Company Directors (and any Successor Directors (as defined below) thereto, if applicable) for election as directors of the Company at (x) the 2023 Annual Meeting for a term lasting until the Company’s 2024 annual general and/or special meeting of shareholders (including any continuation, adjournment, postponement or meeting held in lieu thereof) and (y) any special meeting of shareholders of the Company held prior to the Termination Date at which the election of directors is considered (a “ Special Meeting ”); provided that each New Director and Company Director consents to such re-nomination.

• (c) Support of New Directors. Prior to the Termination Date, the Company hereby agrees that it will use its reasonable best efforts to obtain the election of the New Directors (and any Successor Directors thereto) at the 2022 Annual Meeting, the 2023 Annual Meeting and any Special Meeting, including without limitation, by (i) recommending the New Directors, by or on behalf of the Board, for, and causing the New Directors to be included in, the Company’s slate of nominees standing for

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election at each such meeting, (ii) nominating and reflecting in its management information circular and form of proxy for each such meeting the nomination of the New Directors for election as directors of the Company at each such meeting, (iii) causing all valid proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all such proxies for which a vote is not specified in respect of the election of directors to be voted for the New Directors and (iv) soliciting proxies in favor of and otherwise support the election of the New Directors in a manner no less favorable than the manner in which the Company supports the Company Directors (and any Successor Directors thereto), as applicable, at any such meeting.

• (d) Board Leadership. Immediately following the execution of this Agreement and the matters contemplated in Section 1(a), the Company will take all actions necessary to cause the appointment of: (i) Ms. McCarron as Chair of the Board; (ii) Mr. Trachuk as Lead Independent Director of the Board; and (iii) Mark Trachuk as Interim Chair of the Audit Committee.

• (e) Board Size. From the conclusion of the 2022 Annual Meeting until the Termination Date, the Company hereby agrees that the size of the Board shall not exceed seven (7) members without the prior written consent of Voss.

• (f) Company Policies. Upon his or her appointment or election to the Board, as applicable, each New Director shall receive the same compensation, expense reimbursement and benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the other non-executive directors of the Company and shall be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all directors of the Company.

• (g) New Director Information. As a condition to each New Director’s appointment or election to the Board, as applicable, and any subsequent nomination for election as a director at any future Company annual or special meeting of shareholders, the New Directors will provide any information the Company reasonably requests, including information required to be disclosed in a management circular or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance or legal obligations, to the extent, in each case, consistent with the information required by the Company in accordance with past practice with respect to other members of the Board.

• (h) Replacement Rights. If any director (or any Successor Director) is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the Termination Date, then the parties hereby agree that a replacement director (such replacement director, a “ Successor Director ”) shall be identified and appointed as follows: (i) if any of the New Directors ceases to be a director, Voss shall identify a replacement director,

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• (ii) if any of the Company Directors (except Ms. McCarron) ceases to be a director, then the remaining Company Directors shall identify a replacement director, and (iii) if Ms. McCarron ceases to be a director, then the remaining directors shall identify a replacement director. Any Successor Director shall satisfy the Nominee Independence Requirements and such Successor Director’s appointment shall not, in the Company’s good faith determination, upon the advice of the Company’s legal counsel, result in the Company no longer being deemed a “Canadian-controlled entity” under applicable law or materially adversely affect the Company’s eligibility for certain tax credits. The Company shall appoint any Successor Director as promptly as practicable (and in no event later than 5 business days after identification), subject to the approval (not to be unreasonably withheld, conditioned or delayed) by the Board to serve as a director of the Company for the remainder of the applicable prior director’s (or applicable Successor Director’s) term, as applicable, or until the Successor Director’s earlier death, resignation, disqualification, retirement or removal from the Board. Effective upon the appointment of a Successor Director to the Board (A) pursuant to clause (i) in this paragraph (h), such Successor Director will be considered a New Director for all purposes of this Agreement, and (B) pursuant to clause (ii) in this paragraph (h) such Successor Director will be considered a Company Director for all purposes of this Agreement.

• (i) Committee Composition. Subject to the appointments and elections described under Sections 1 and 2 of this Agreement, the New Directors shall be eligible for membership on all current committees and any new committee(s) of the Board formed after the Effective Date. Upon their appointment or election to the Board, as applicable, until the expiration of the Termination Date at least one (1) of the New Directors shall be appointed to each of the Board’s current committees, as well as any new committee(s) formed prior to the Termination Date.

2. Additional Agreements.

(a) Advisory Committee.

• (i) Promptly following the conclusion of the 2022 Annual Meeting, the Company will take all action necessary to cause the establishment and formation of a new strategic advisory review committee of the Board (the “ Advisory Committee ”) to assess the Company’s capital allocation strategy and evaluate all strategic opportunities to maximize value for the Company’s stakeholders.

• (ii) Until the Termination Date, the Advisory Committee shall be composed of three directors as follows: (i) Mr. Trachuk, (ii) Ms. McCarron and (iii) Mr. Levy.

• (iii) The Board will promptly adopt the Advisory Committee charter in the form attached hereto as Exhibit A.

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• (b) Prohibition of Material Transactions. The Company hereby acknowledges and agrees that, without Voss’s prior written consent, it shall not enter into, agree to or consummate any Material Transactions (as defined below) prior to the conclusion of the 2022 Annual Meeting.

3. Voting Commitment . For so long as the Termination Date has not occurred, Voss shall, and shall cause each of its Controlled Affiliates to (a) be represented in person or by proxy at each meeting of the Company’s 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, (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 (and not in favour of any other nominees for election to the Board), including, for greater certainty, in favour of the New Directors and Company Directors at the 2022 Annual Meeting, the 2023 Annual Meeting and any Special Meeting, (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 or solicit any proxy, or support the solicitation of any proxy by any other Person, in respect of such shareholders’ meeting other than the proxy or voting instruction form being solicited by or on behalf of management of the Company, and (c) 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, against any nominees that are not nominated by the Board and/or any other matter that could reasonably be expected to impede or frustrate this Agreement; provided that for greater certainty, (A) Voss and its Affiliates shall have the right to vote in their sole discretion with respect to any Material Transaction requiring a vote of the Company’s shareholders, and (B) that in the event Institutional Shareholder Services Inc. (“ ISS ”) and Glass Lewis & Co., LLC (“ Glass Lewis ”) recommends otherwise with respect to any Company proposal or shareholder proposal presented at the 2022 Annual Meeting, the 2023 Annual Meeting or any Special Meeting (other than any proposal relating to the election or removal of directors, the Board Size Proposal and the Company’s equity compensation and stock option plans), Voss and its Affiliates shall be permitted to vote in accordance with such recommendation, in its discretion.

4. Standstill .

• (a) Voss agrees that commencing on the Effective Date and continuing until the Termination Date, neither Voss nor any of its Controlling or Controlled Affiliates, principals, directors, general partners, officers, employees, members, agents or Representatives (solely in the context of their representation of Voss in connection with the subject matter of this Agreement), will, acting alone or “jointly or in concert” (within the meaning of applicable securities laws and excluding any action taken “jointly or in concert” with solely any other members of Voss or its Affiliates) with any other Person, unless specifically consented to in writing by the Board, directly or indirectly:

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• (i) acquire, directly or indirectly, by purchase or otherwise, any voting securities or securities convertible into or exchangeable for voting securities, or direct or indirect rights or options to acquire any voting securities of the Company, except that Voss and its Controlling or Controlled Affiliates may acquire voting securities or securities convertible into or exchangeable for voting securities, or direct or indirect rights or options to acquire any voting securities of the Company representing up to 17.5% of the then outstanding voting securities of the Company;

• (ii) make, or induce any Person to make, any unsolicited take-over bid, or any other unsolicited merger or unsolicited going-private transaction involving the Company;

• (iii) engage in or in any way initiate, directly or indirectly, any solicitation (as such term is used in applicable securities laws) of proxies or consents, with respect to the voting of any securities of the Company;

• (iv) initiate, propose or otherwise “solicit” (as such term is defined in applicable securities laws) securityholders of the Company to vote any securities of the Company on any matter;

• (v) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities, or enter into any other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of Voss is a party;

• (vi) seek, alone or jointly or in concert with others, (A) to requisition or call a meeting of the shareholders of the Company, (B) to obtain representation on, or nominate or propose the nomination of any candidate for election to, the Board, other than as expressly provided in this Agreement, (C) to effect the removal of any member of the Board or otherwise alter the composition of the Board, or (D) to seek to control management or the Board of the Company; other than as expressly provided in this Agreement;

• (vii) enter into any discussions, agreements or understandings with any Person with respect to or in contemplation of the foregoing, or advise or assist any Person to take any action inconsistent with the foregoing; or

• (viii) make any public disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing, including any private request to amend, waive or terminate any provision of this Agreement that would be reasonably expected to require the Company to make a public disclosure.

• (b) Notwithstanding the foregoing provisions of this Section 4, the parties acknowledge and agree that the provisions of this Section 4 will not limit in any respect Voss’s and its Affiliates’ ability to: (i) communicate privately with the

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Board or any officers of the Company with respect to any of the actions, activities, or matters otherwise restricted by Section 4(a), (ii) on advice of its counsel, make any factual statement to the extent necessary to comply with any subpoena or other legal process or respond to a request for information from any governmental or regulatory authority with jurisdiction over such Person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by such Person), (iii) vote or enter into a support agreement in respect of a Change of Control Transaction or (iv) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company in connection with a Change of Control Transaction, provided Voss has not committed a material breach of its obligations under Section 4(a). For certainty, nothing in this Section 4 shall prevent Voss from selling, pledging, purchasing, tendering, or undertaking any other ordinary course market transaction in securities of the Company, including with respect to some or all of the Common Shares beneficially owned by Voss (or over which Voss exercises control or direction).

• (c) Further, nothing in this Section 4 shall be deemed to prohibit, limit or restrict the exercise in good faith by the New Directors (or any Successor Director) of such Person’s fiduciary duties solely in such Person’s capacity as a director of the Company.

5. Withdrawal of Nomination Notice and Requisition of General Meeting.

• (a) Effective upon the execution of this Agreement, Voss hereby irrevocably withdraws, and shall be deemed to have (without any further action by the Voss or any other Person being required) irrevocably withdrawn, that certain notice of director nominations from Voss to the Company dated November 4, 2022, and such notice and the nominations set forth therein shall be deemed null, void and without effect, and Voss shall immediately cease and withdraw all efforts, direct or indirect, in furtherance of its Company-related campaign(s) and any related solicitation.

• (b) Effective upon the execution of this Agreement, Voss hereby irrevocably withdraws and shall be deemed to have (without any further action by the Voss or any other Person being required) irrevocably withdrawn its requisition under the BCBCA for a general meeting of the Company dated December 23, 2022 and physically delivered on January 3, 2023.

6. No Litigation . For so long as the Termination Date has not occurred, each of the Company and Voss hereby covenants and agrees solely for and on behalf of itself that it shall not, and shall cause any of its respective Controlling and Controlled (and under common Control) Affiliates and Representatives (solely in the context of their representation of such party in connection with the subject matter of this Agreement) to not, alone or in concert with others, knowingly encourage or pursue, or knowingly assist any other Person to threaten, initiate or pursue, any lawsuit, claim or proceeding (including, with respect to Voss, commencing, encouraging or supporting any derivative action in the name of the Company or any class action against the Company or any of its officers or directors) before any court or governmental, administrative or regulatory body (collectively, a “ Legal Proceeding ”) against (a) with respect to Voss, the Company or any of its

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Representatives (solely in the context of their representation of the Company in connection with the subject matter of this Agreement), and (b) with respect to the Company, Voss or any of its respective Representatives (solely in the context of their representation of Voss in connection with the subject matter of this Agreement); provided, however, that the foregoing shall not prevent (i) any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (a “ Legal Requirement ”) in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of, such party or any of its Representatives (solely in the context of their representation of such party in connection with the subject matter of this Agreement) (ii) litigation by any party to enforce the provisions of this Agreement, (iii) counterclaims with respect to any proceeding initiated by a party in breach of this Agreement, (iv) bona fide commercial disputes that do not relate to the subject matter of this Agreement, and (v) the exercise of statutory appraisal rights; provided, further, that in the event that such party or any of its Representatives receives such Legal Requirement, such party shall, unless prohibited by applicable law, give prompt written notice of such Legal Requirement to the other party.

7. Publicity and Mutual Non-Disparagement . For so long as the Termination Date has not occurred, the Company, on the one hand, and Voss, on the other hand, shall not, and shall cause each of their respective Representatives, not to, directly or indirectly, in any manner make or issue or cause to be made or issued any public disclosure, announcement, comment or statement (including without limitation the filing of any document or report with any securities commission, stock exchange or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst or statement on social media) concerning the other party, or any of its respective past or present partners, managers, directors, officers or employees, or any of its respective past, present or future corporate strategy, business, corporate activities, performance, board or management, which disparages, impugns, negatively comments on or is reasonably likely to damage the reputation of any such Person, provided that in no event will the foregoing limitations apply to (a) any statements or announcements made in compliance with a legal process or subpoena, statements in response to inquiry from a court or regulatory body or statements made in any litigation or other proceeding, (b) any statements made in private communications with the Board or any directors or officers of the Company, or (c) the Company, Voss or any of their respective Representatives, as applicable, in the event any current or former Representative of the Company or Voss, as applicable, makes any comment or statement concerning the other party or any of its past or present Representatives, which disparages, impugns, negatively comments on or is reasonably likely to damage the reputation of any such Person; provided that this paragraph (c) shall apply only to permit Voss or the Company or their applicable Representatives to respond directly to such comment or statement.

8. Press Release . As soon as practicable following the execution of this Agreement (and in any event no later than the first business day following the Effective Date), the Company and Voss shall jointly issue the press release in the form attached hereto as Exhibit B (the “ Press Release ”). For so long as the Termination Date has not occurred, none of the parties hereto shall (a) make any public announcements, disclosure or statements (including in any filing with the Canadian securities regulators or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release issued pursuant to this Section 8 or (b) issue or cause the publication of any press release or other public announcement or file with Canadian securities regulators or any other regulatory or

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governmental agency, including any stock exchange, any securities or regulatory filing, including an early warning report made by Voss or any of its Affiliates, or a material change report or other similar filing made by the Company (collectively, “ Disclosure ”) with respect to the matters that are the subject of this Agreement, except, in each case, as required by law or the rules of any stock exchange or with the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, to the extent such Disclosure is required by law or the rules of any stock exchange, the party required to make such Disclosure shall be permitted to make such Disclosure, but must first provide, to the extent legally permissible, the other party with prior written notice of the making of such Disclosure so that such other party has the reasonable opportunity to comment on such Disclosure (and the disclosing party shall consider, in good faith, any reasonable comments provided by such other party).

9. Expense Reimbursement . Within ten (10) business days following the receipt of appropriate documentation, the Company will reimburse Voss for its reasonable out-of-pocket fees, costs and expenses (including legal, proxy advisory and executive search firm expenses) incurred in connection with its efforts to nominate and elect directors to the Board, including without limitation, the preparation and delivery of its nomination notice, the preparation and filing of press releases, the preparation and sending of correspondence to the Company and regulators, the preparation of Voss’ information circular and any supplements thereto, and the preparation and execution of this Agreement; provided that such expense reimbursement contemplated by this Section 9 shall not exceed a maximum aggregate amount equal to $950,000 CAD. Except as otherwise provided in this Section 9, all fees, costs and expenses incurred by each of the parties hereto shall be borne by such party.

10. Representations and Warranties .

• (a) Voss represents and warrants to the Company as follows: (i) Voss has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable against Voss in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (iii) Voss’ execution of this Agreement and the performance by Voss of its obligations hereunder does not and will not conflict with or violate any law, any order of any court or any agency of government, its constating documents, or any provision of any indenture, agreement or other instrument to which Voss is bound; (iv) Voss or its Affiliates are the beneficial owners of, and control and direct, directly or indirectly, 6,578,823 Common Shares and such Common Shares constitute all of the Voting Securities beneficially owned or controlled by Voss and its Affiliates; (v) the New Directors qualify as directors under the BCBCA and to Voss’ knowledge after due inquiry, satisfy the Nominee Independence Requirements; (vi) neither Voss nor any of its Affiliates have made, or committed to make, any payment of any kind to any of the New Directors; and (vii) Voss Capital, LLC, on behalf of itself and each of the undersigned, represents that its authorized signatory set forth on the signature page to this Agreement has the power and authority to execute this Agreement and any

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other documents or agreements to be entered into in connection with this Agreement and to bind each of the undersigned.

• (b) The Company represents and warrants to Voss as follows: (i) it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable against it in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; and (iii) the Company’s execution of this Agreement and the performance by it of its obligations hereunder does not and will not conflict with or violate any law, any order of any court or any agency of government, its constating documents, or any provision of any material indenture, agreement or other instrument to which the Company or any of its properties or assets is bound.

11. Term and Termination . This Agreement will remain in effect until the earlier of (i) the conclusion of the 2023 Annual Meeting and (ii) December 31, 2023 (such date, the “ Termination Date ”); provided, however, that (i) Voss may earlier terminate this Agreement if the Company commits a material breach of this Agreement that is not cured within ten (10) days after the Company’s receipt of written notice thereof from Voss or, if impossible to cure within ten (10) days, which the Company has not taken any substantive action to cure within such ten (10) day period, and (ii) the Company may earlier terminate this Agreement if Voss commits a material breach of this Agreement that is not cured within ten (10) days after Voss’ receipt of written notice thereof from the Company or, if impossible to cure within ten (10) days, which Voss has not taken any substantive action to cure within such ten (10) day period.

12. Certain Defined Terms . As used in this Agreement, the following terms have the meanings indicated:

• (a) “ 2022 Annual Meeting ” means the annual general and special meeting of shareholders originally scheduled for December 6, 2022 and currently scheduled for March 6, 2023, and any continuation, adjournments, postponements or meetings held in lieu thereof.

• (b) “ Affiliate ” means, with respect to any party to this Agreement, any Person which (i) Controls, (ii) is Controlled by, or (iii) is under common Control with, such party.

• (c) “ beneficially owns ” or “ beneficially owned, ” is the “ beneficial owner ” of or has “ beneficial ownership ” of securities for the purposes of this Agreement shall be determined in the same manner as that set forth for determining a beneficial owner of a security under applicable securities laws, except that a Person will also be deemed to be the beneficial owner of all securities which such Person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

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• (d) “ BCBCA ” means the Business Corporations Act (British Columbia) and the regulations thereunder, as many be amended, re-enacted or replaced from time to time.

• (e) “ Change of Control Transaction ” means any transaction or series of related transactions that results in any of the following: (i) any Person or group of Persons acting “ jointly or in concert ” (within the meaning of applicable securities laws) is or becomes the beneficial owner, directly or indirectly, of Voting Securities of the Company representing at least a majority of the voting power of the Company’s then outstanding securities; (ii) any Person or group of Persons acting “ jointly or in concert ” (within the meaning of applicable securities laws) acquires assets of the Company having an aggregate value exceeding 50% of the aggregate enterprise value of the Company; and (iii) a sale or disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries taken as a whole (including the shares of any subsidiaries of the Company).

• (f)

• “ Common Shares ” means the common shares in the capital of the Company.

• (g) “ Control ” means, when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person at the relevant time of shares of that corporation carrying the greater of (i) a majority of the voting rights ordinarily exercisable at meetings of shareholders of that corporation, and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of that corporation that are sufficient to elect a majority of the directors, and, when applied to the relationship between a Person and a partnership, limited partnership, trust, joint venture or other entity, means the beneficial ownership by that Person at the relevant time of more than 50% of the ownership interests of the partnership, limited partnership, trust, joint venture or other entity, or the contractual right to direct the affairs of the partnership, limited partnership, trust, joint venture or other entity; and the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; provided, that a Person who Controls a corporation, partnership, limited partnership, joint venture or other entity will be deemed to Control a corporation, partnership, limited partnership, trust, joint venture or other entity which is Controlled by such Person and so on.

• (h) “ Material Transaction ” means any Change of Control Transaction and any tender offer, exchange offer, merger, arrangement, amalgamation, consolidation, acquisition, business combination, recapitalization, statutory share exchange, restructuring, reorganization, liquidation, separation, dissolution, dilutive financing (including without limitation any dilutive “PIPE” capital-raising issuance transaction or any transaction requiring stockholder consent or approval) or other extraordinary transaction involving the Company.

• (i) “ Nominee Independence Requirements ” means, with respect to a New Director or any Successor Director, such director qualifies as an “ independent director ” (i) for the purposes of National Instrument 52-110 - Audit Committees, (ii) under all applicable listing standards, applicable rules of the TSXV and (ii) the standards

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used by the Board in determining the independence of the Company’s directors, to the extent disclosed to Voss prior to the Effective Date.

• (j) “ Observer Agreement ” means that certain Observer and Confidentiality Agreement, dated as of the date hereof.

• (k) “ Person ” will be interpreted broadly to include, without limitation, any corporation, company, partnership, limited liability company, other entity or individual.

• (l) “ Representatives ” of a party means that party’s Affiliates, principals, directors, general partners, officers, employees, members, agents and other representatives.

• (m) “ Voting Securities ” means securities of the Company with the power to vote with respect to the election of directors generally, including, without limitation, the Common Shares.

13. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or sent to the recipient by email (if sent by email prior to 5:00 p.m. local time of the recipient on a business day or, if not, on the next business day), or one (1) business day after deposit with a reputable overnight courier service (charges prepaid), or three (3) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Company and Voss at the following addresses:

If to the Company:

Thunderbird Entertainment Group Inc. 123 W7th Ave Vancouver, BC V5Y 1L8, Canada Attention: Sarah Nathanson Email: snathanson@atomiccartoons.com

with a copy to (which shall not constitute notice):

Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street, Vancouver, BC V6C 3E8, Canada Attention: Jen Hansen Email: jhansen@cassels.com

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If to Voss:

Voss Capital, LLC 3773 Richmond Avenue, Suite 500 Houston, Texas 77046 Attention: Travis W. Cocke Email: t@vosscap.com Fax: (281) 770-0379

with a copy to (which shall not constitute notice):

Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, New York 10019 Attention: Andrew Freedman, Esq. Rebecca Van Derlaske, Esq. Email: afreedman@olshanlaw.com rvanderlaske@olshanlaw.com Fax: (212) 451-2222

and

Wildeboer Dellelce LLP Wildeboer Dellelce Place Suite 800, 365 Bay Street Toronto, Ontario M5H 2V1 Attention: Mark Wilson, Esq. Email: mwilson@wildlaw.ca Fax: (416) 361-1790

14. Miscellaneous .

• (a) Survival . The representations and warranties, covenants and agreements contained in this Agreement shall survive the execution of this Agreement and any investigation at any time by or on behalf of Voss or the Company.

• (b) Entire Agreement . This Agreement and the Observer Agreement contain the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior written and prior or contemporaneous oral agreements between the parties with respect to such matters.

• (c) Amendment . The agreements set forth in this Agreement may be modified or waived only by a separate writing executed by the Company and Voss expressly so modifying or waiving such agreements.

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• (d) No Waiver . No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

• (e) Assignment . Any assignment or attempted assignment of this Agreement by either Voss or the Company without the prior written consent of the other party shall be invalid, void and unenforceable.

• (f) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

• (g) Time is of the Essence . Time is of the essence in the performance of this Agreement.

• (h) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its signature on the execution page hereof to the other party by email or pdf or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party.

• (i) Governing Law and Attornment . This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in the City of Vancouver for any actions or proceedings arising out of or related to this Agreement.

• (j) Specific Performance . The parties expressly agree that an actual or threatened breach of this Agreement by any party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties agrees to waive any requirement for the security or posting of any bond in connection with any such relief.

• (k) Third-Party Beneficiaries . Except as otherwise expressly provided in this Agreement, no Person that is not a party to this Agreement shall be entitled to the benefit of any provisions of this Agreement or have any rights hereunder; provided that, notwithstanding the foregoing, each party acknowledges to the

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Representatives of the other party their direct rights against it under Section 7, which are intended for the benefit of, and shall be enforceable by, each of the Representatives, and its or their respective successors, assigns, heirs or legal representatives, as applicable. To the extent required by law to give full effect to these direct rights, the Company and Voss each agrees and acknowledges that it is acting as trustee of, and holds the entitlements and benefits contained in each of Section 4 and Section 7 in trust for, the Representatives, as applicable.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date first written above.

THUNDERBIRD ENTERTAINMENT GROUP INC.

Per: (signed) “ Jennifer T. McCarron ” Name: Jennifer T. McCarron Title: Chief Executive Officer

Signature Page – Cooperation Agreement

VOSS VALUE MASTER FUND, L.P .

By: Voss Advisors GP, LLC General Partner

By: (signed) “ Travis W. Cocke ” Name: Travis W. Cocke Title: Managing Member

VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, LP

By: Voss Advisors GP, LP General Partner By: (signed) “ Travis W. Cocke ” Name: Travis W. Cocke Title: Managing Member

VOSS ADVISORS GP, LLC

By: (signed) “ Travis W. Cocke ” Name: Travis W. Cocke Title: Managing Member

VOSS CAPITAL LLC

By: (signed) “ Travis W. Cocke ” Name: Travis W. Cocke Title: Managing Member

Signature Page – Cooperation Agreement

EXHIBIT A

Advisory Committee Charter

THUNDERBIRD ENTERTAINMENT GROUP INC.

ADVISORY COMMITTEE CHARTER

I. MANDATE

The Advisory Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Thunderbird Entertainment Group Inc. (the “ Company ”) is hereby established by the Board. The Committee’s purpose is to assess and review the Company’s capital allocation strategy and evaluate all strategic alternatives and opportunities that may be available to the Company with a view towards maximizing value for its stakeholders and to advise the Board. The Committee shall convey its findings and make recommendations with respect to its review to the Board for consideration and, where required, decision by the Board.

The Committee does not have decision-making authority except where, and only to the extent that, such authority is expressly delegated by the Board, including as described in this Charter.

This Charter and the Committee shall be maintained and act in a manner consistent with the terms of that certain Cooperation Agreement, dated as of January 19, 2023 (the “ Cooperation Agreement ”), by and among Voss Value Master Fund, L.P., a Cayman Islands limited partnership, Voss Value-Oriented Special Situations Fund, L.P., a Delaware limited partnership, Voss Advisors GP, LLC, a Texas limited liability company and Voss Capital, LLC, a Texas limited liability company and the Company.

II. COMPOSITION

Members. The Committee shall consist of exactly three (3) members appointed by the Board, who initially shall be Jennifer McCarron, Mark Trachuk and Jerome Levy. The Board will designate one member of the Committee to act as its chairperson, who shall initially be []. The process for selecting replacements for Committee members is subject to the terms of the Cooperation Agreement.

Independence. The Board shall ensure that, at all times, a majority of the members serving on the Committee satisfy the requirements to be deemed an “independent” director within the meaning of the policies of the TSX Venture Exchange applicable to board composition and applicable securities law.

III. COMMITTEE MEETINGS

Meetings. The Committee shall hold such regular or special meetings as its members shall deem necessary or appropriate, which meetings may be in person or by telephone conference or other means of communication by which all persons participating in the meeting can hear each other. The Chair of the Committee or a majority of the members of the Committee may call a special meeting of the Committee. In lieu of a meeting, the Committee may act by unanimous written consent in accordance with the Company’s Articles then in effect.

Quorum; Voting. A majority of the members of the Committee shall constitute a quorum for purposes of holding a meeting and the Committee may act by a vote of a majority of members present at such meeting.

Observers. The Board may, from time to time, agree to permit one or more individuals to attend any and all meetings of the Committee (such person, a “ Committee Observer ”), subject to such parameters and terms and conditions contained in the definitive documentation establishing such Committee Observer (the “ Observer Documents ”). For the avoidance of doubt, any Committee Observer shall be a non-voting observer and shall not be included for purposes of determining quorum.

Agenda. The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with the other members of the Committee. The agenda and, to the extent practical, information concerning the business to be conducted at each Committee meeting shall be provided to the members of the Committee and any Committee Observer, if applicable, in advance of each meeting. Additionally, the agenda concerning the business to be conducted at each Committee meeting shall be circulated to all Board members in advance of the meeting.

Attendance by Other Directors, Officers, or Employees. Any director who is not a member of the Committee may, at the invitation of the Committee, attend and participate in one or more meetings (or portions thereof) of the Committee. The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests. However, the Committee shall meet regularly without such individuals present. The Committee may exclude from its meetings any persons, other than Committee members or any Committee Observer (except as expressly provided for in the Observer Documents), it deems appropriate in order for it to fulfill its responsibilities.

Rules of Procedure; Minutes. The Committee shall fix its own rules of procedure, which shall be consistent with the Articles of the Company then in effect and this Charter. Minutes of each meeting of the Committee shall be prepared and distributed to each director of the Company and the Secretary of the Company after each meeting. The Committee does not have the ability to form and delegate authority to subcommittees.

Reports to the Board. The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings, including the Committee’s actions, conclusions and recommendations, and such other matters when and as frequently as the Committee shall deem appropriate. The Committee shall not report its findings and recommendations publicly or to any person or entity other than the Board or as expressly permitted by the Observer Documents.

Performance Evaluation; Assessment of Charter. The Committee shall annually conduct a performance evaluation and shall report to the Board the results of the evaluation. The Committee shall review and assess the adequacy of this Charter annually and recommend any changes to the Board.

IV. AUTHORITY

The Committee shall have the authority to:

• A. Access all books, records, facilities, and personnel of the Company as deemed necessary or appropriate by any member of the Committee to discharge their responsibilities hereunder;

• B. Access and communicate with the Board, committee chairpersons, members of senior management and independent professional advisors to the Board and its various committees, as applicable;

• C. Obtain advice and assistance from and engage, at the expense of the Company, independent internal or external legal, financial, accounting, banking or other advisors and consultants, as the Committee may determine necessary and appropriate, and approve fees, costs, and other terms of engagement of such outside resources, subject to the prior approval of the Board;

• D. Incur, at the expense of the Company, reasonable expenses (including expenditures for external resources) that, as determined by the Committee, are necessary or appropriate in carrying out its duties and subject to the prior approval of the Board; and

• E. Require that any of the Company’s personnel, counsel, accountants, or investment bankers, or any other consultant or advisor to the Company, attend any meeting of the Committee or meet with any member of the Committee, any Committee Observer or any of the Committee’s special advisors or consultants.

V. RESPONSIBILITIES

The Committee shall have the following responsibilities:

• A. Review and evaluate the Company’s business and financial strategies and growth opportunities and make recommendations to the Board in respect thereof;

• B. Review and evaluate, at least quarterly, the Company’s performance relative to its business and financial strategies and growth opportunities and work with senior management to address any shortfalls therein;

• C. Review and make recommendations to the Board regarding the Company’s cash flow, capital expenditures, and financing requirements;

• D. Review and make recommendations to the Board regarding potential material mergers, acquisitions, divestitures, other key strategic transactions outside the ordinary course of the Company’s business and any bona fide proposals from unaffiliated third parties with respect to the foregoing (“ Corporate Strategic Transactions ”);

• E. Review and make recommendations to the Board regarding any financings related to any Corporate Strategic Transactions; and

• F. Oversee, with final approval by the Board, and steward the Company’s strategic processes related to the potential sale of non-core assets.

The foregoing list of authorities and duties is not exhaustive, and the Committee may, in addition, perform any other functions it may find necessary or appropriate in furtherance of the Committee’s purpose (subject to the limitations set forth above and the prior approval of the Board).

For greater certainty, the Committee shall not (i) be entitled or empowered to authorize, approve, adopt, ratify, negotiate, or otherwise take any action with respect to any transaction, agreement, offer, proposal, arrangement or otherwise, whether preliminary or definitive, or (ii) have or exercise any authority to approve any action of the Company or any of its subsidiaries.

Approved by the Board on [], 2023.

EXHIBIT B

Press Release

Thunderbird Entertainment Announces Cooperation Agreement with Voss Capital

Announces Appointment of New Directors and Formation of Advisory Committee

VANCOUVER, British Columbia--(BUSINESS WIRE)--January 19, 2023--Thunderbird Entertainment Group Inc. (TSXV:TBRD, OTC – THBRF) (“Thunderbird” or the “Company”) announced today that it has entered into a cooperation agreement (the “Cooperation Agreement”) with Voss Capital LLC (“Voss”), which, together with its affiliates, owns approximately 13.3% of the outstanding common shares of Thunderbird and is its largest shareholder.

The Cooperation Agreement includes the appointment of two new independent directors put forward by Voss, Asha Daniere and Mark Trachuk (the “Appointees”) to the Board of Directors of Thunderbird (the “Board”) effective immediately, as well as the nomination of a third independent director to be identified by the Company from the nominees put forward by Voss for election to the Board (the “Additional Director”) at the Company’s upcoming 2022 annual general and special meeting of shareholders scheduled for March 6, 2023 (the “2022 Annual Meeting”).

Pursuant to the Cooperation Agreement, immediately following the 2022 Annual Meeting, the Board has agreed to form an advisory committee (the “Advisory Committee”) to assess the Company’s capital allocation strategy and evaluate all strategic opportunities to maximize value for ultimate recommendation to the Board. Thunderbird notes that there can be no assurance that a transaction will result from any process established by the Advisory Committee.

Jennifer Twiner McCarron, Thunderbird Chief Executive Officer said, “Thunderbird is committed to a collaborative relationship with our shareholders and to considering all investor perspectives on the Company’s existing strategy, as well as longer-term opportunities to create shareholder value as we continue progressing towards our goal of becoming the next major global studio. We look forward to working with Ms. Daniere and Mr. Trachuk for the benefit of all stakeholders.”

Travis Cocke, Voss Capital Chief Investment Officer, said, “In our view, Thunderbird is one of the top players in its industry and we have long been supporters of Jenn, the entire Thunderbird team, and their vision for the Company’s future. We are confident that with the addition of new, highly-qualified independent directors, Thunderbird is well positioned to continue doing what they do best—create high quality content. We look forward to the nomination of an additional new independent director at the 2022 Annual Meeting, as well as our continued dialogue with the Board and the Thunderbird management team to help the Company drive value for all stakeholders.”

The Appointees have replaced two independent Thunderbird directors, Marni Wieshofer (Interim Chair of the Board and Chair of the Audit Committee) who has agreed to step down from the Board and Frank Giustra, who has resigned from the Board. Thunderbird thanks Ms. Wieshofer and Mr. Giustra for their significant contributions to the Company.

Added Ms. Twiner McCarron, “Mr. Giustra has been instrumental in Thunderbird’s growth over the last 12 years. The financial and strategic support of Mr. Giustra, a large, long-term shareholder and a respected founder of Lionsgate Entertainment, were integral to Thunderbird’s transformation into the award-winning production company it is today. We are saddened by Mr. Giustra’s decision to leave the Board, but we understand and respect his decision.”

Continuing on the Board are Jennifer Twiner McCarron (CEO), Azim Jamal, Linda Michaelson, and Jérôme Levy (the “Continuing Directors”). Ms. Twiner McCarron has taken on the additional role as Chair of the Board, and Mr. Trachuk has been appointed Lead Independent Director and will serve as interim Chair of the Audit Committee.

At the 2022 Annual Meeting, Thunderbird will ask shareholders to approve a resolution to increase the size of the Board to seven directors from six. Thunderbird intends to nominate the four Continuing Directors, the two Appointees, and the Additional Director.

Under the terms of the Cooperation Agreement, Voss has, among other things, withdrawn its slate of proposed nominees and agreed to abide by customary voting commitments and standstill restrictions until the conclusion of the Company’s meeting of shareholders with respect to the fiscal year ending June 30, 2023, at which time the Cooperation Agreement will expire.

Thunderbird expects to mail an information circular with respect to the AGM in due course and shareholders are encouraged to read the information circular in its entirety and cast their votes early. The record date for voting at the AGM is January 16, 2023.

Below are biographies of Ms. Daniere and Mr. Trachuk.

Asha Daniere

Ms. Daniere currently serves as a Strategic Advisor at Asha Daniere Prof. Corp., a consulting company, since March 2020, and as an Instructor and Mentor at Lincoln Alexander School of Law, a Toronto law school, since September 2020. Prior to that, Ms. Daniere served as Executive Vice President of Legal and Business Affairs at Blue Ant Media, Inc., a broadcasting and media company, from September 2012 to February 2020 and Senior Vice-President and General Counsel at Score Media, Inc. (formerly TSX: SCR), a sports media company that was acquired in 2012 by Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012. Earlier in her career, Ms. Daniere served as General Counsel at FUN Technologies, Inc. (formerly TSX: FUN), an online gaming company, from July 2006 to May 2008, Associate Counsel at Siemens Canada Limited, a manufacturer of electronic, electrical, and infrastructure solutions and a subsidiary of Siemens AG (FWB: SIE), from 2003 to 2006, Director of Business Affairs at the Toronto Blue Jays, a professional baseball team, from 2002 to 2003. Ms. Daniere currently serves on the board of directors of WonderFi Technologies, Inc. (OTCMKTS: WONDF), a decentralized finance technology development company, since September 2022. Ms. Daniere also currently serves on the board of directors of several private companies, including SRx Health Solutions, a provider of advanced treatment, patient support programs, and pharmaceutical services, since November 2022, and Proactive Group Holdings Inc., a financial media portal that provides news, commentary and analysis of listed companies, since September

2021, where she also serves as Chair of the board of directors. Ms. Daniere previously served on the board of directors of RIV Capital, Inc. (f/k/a/ Canopy Rivers Inc.) (CSE: RIV, OTC: CNPOF), a venture capital firm, from May 2018 to September 2022, where she also served as Chair of the board of directors from September 2020 to September 2022 and Chair of the Human Resources and Corporate Governance Committee from May 2018 to September 2020, MDC Partners, Inc. (NASDAQ: MDCA), an advertising and marketing holding company, from June 2020 to September 2021, where she served as a member of the audit committee, and Tangelo Game, Corp. (TSX-VENTURE: GEL), a social casino game development company, from December 2015 to September 2018, where she served as Chair of the Human Resources and Corporate Governance Committee and Chair of the Special Committee that oversaw the company being taken private. Ms. Daniere holds a B.A. in Political Science from the University of Toronto and a J.D. from Tulane University Law School.

Mark Trachuk

Mr. Trachuk is based on Toronto and currently serves as Counsel at Norton Rose Fulbright, a leading international legal practice, since December 2022. Prior to Norton Rose Fulbright, Mr. Trachuk served as the President of Bailgate Consulting Ltd., a business advisory and consulting firm, since January 2022. Mr. Trachuk also served as Senior Vice President of Corporate Development at Sullivan Entertainment, an international media production and distribution company, from January 2022 to May 2022 and General Counsel at Entertainment One, Ltd. (“eOne”) (LSE: ETO), an entertainment content production and distribution company and a subsidiary of Hasbro, Inc. (NASDAQ: HAS), from May 2018 to April 2020. Previously, Mr. Trachuk served as a Senior Partner in the Business Law Group at Osler, Hoskins & Harcourt LLP (“Osler”), a Canadian-based law firm, from 1989 to May 2018, where he practiced corporate and securities law with an emphasis on mergers, acquisitions and strategic alliances. Mr. Trachuk currently serves on the board of directors of Playmaker Capital, Inc. (TSXV: PMKR, OTCQX: PMKRF), a digital sports media company, since June 2021, where he serves as Chair of the Governance and Nominating Committee, and Almonty Industries, Inc. (TSX: AII), a mining and exploration company, since January 2011, where he serves as Chair of the Audit Committee. Mr. Trachuk previously served on the board of directors of eOne from May 2007 to May 2010. Mr. Trachuk holds a B.A. in Economics from Carleton University, a J.D. from the University of Ottawa and a LLM in Corporate Law from the London School of Economics. Mr. Trachuk also received an ICD.D designation from the Institute of Corporate Directors through the University of Toronto – Rotman School of Management as well as Certificates in Financial Trading and Option Strategy and in Financial Analysis & Investment Management from the University of Toronto and has received a Six Sigma Greenbelt Certification from the Schulich School of Business at York University. Mr. Trachuk is called to bar in the provinces of Ontario and British Columbia and is a qualified solicitor in England and Wales.

For information on Thunderbird and to subscribe to the Company’s investor list for news updates, go to www.thunderbird.tv.

ABOUT THUNDERBIRD ENTERTAINMENT GROUP

Thunderbird Entertainment Group is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with additional offices in Los Angeles, Toronto, and Ottawa. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world’s leading digital platforms, as well as Canadian and international broadcasters. Thunderbird’s vision is to produce high quality, socially responsible content that makes the world a better place. The Company develops, produces, and distributes animated, factual, and scripted content through its various content arms, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media), formerly known as Thunderbird Factual, and Thunderbird Scripted. Productions under the Thunderbird umbrella include The Last Kids on Earth , Molly of Denali , Highway Thru Hell and Kim’s Convenience , among others. The Company also has a team dedicated to global distribution and consumer products. Thunderbird is on Facebook, Twitter, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release, which has been prepared by management.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms of the Cooperation Agreement; the potential for any strategic opportunities to maximize value; the expected composition of the Advisory Committee; matters with respect to mailing of the information circular and the AGM; and the Company’s objectives, goals or future plans. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; those additional risks set out in the Company’s Management’s Discussion and Analysis for the three months ended September 30, 2022 and other public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contacts

Media Relations Contact:

Lana Castleman, Director, Marketing & Communications Phone: 416-219-3769 Email: lcastleman@thunderbird.tv

Corporate Communications Julia Smith, Finch Media Email: Julia@finchmedia.net

Investor Relations Contacts: Glen Akselrod, Bristol Capital Phone: + 1 905 326 1888 ext 1 Email: glen@bristolir.com