Thunderbird Entertainment Group — Board/Management Information 2024

Feb 14, 2024

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address of Company

Thunderbird Entertainment Group Inc. (“ Thunderbird ” or the “ Company ”) 123 West 7th Avenue

Vancouver, British Columbia V5Y 1L8

Item 2. Date of Material Change

February 11, 2024

Item 3. News Release

A news release announcing the material change was issued on February 12, 2024 via Businesswire and a copy was subsequently filed under the Company’s profile on SEDAR+.

Item 4. Summary of Material Change

On February 12, 2024, Thunderbird announced that it had appointed Simon Bodymore as the Company’s new Chief Financial Officer (“ CFO ”), effective March 4, 2024.

Item 5. Full Description of Material Change

5.1. Full Description of Material Change

On February 12, 2024, Thunderbird announced that it had appointed Simon Bodymore as the Company’s new CFO, effective March 4, 2024. Mr. Bodymore succeeds longtime CFO Barb Harwood, who after 19 years with Thunderbird has decided to transition out of the role and will leave the Company as of March 1, 2024.

Mr. Bodymore is based in Vancouver and reports to Thunderbird CEO and Chair, Jennifer Twiner McCarron.

Ms. Harwood will remain with Thunderbird until the end of the month to ensure continuity in reporting of Q2 fiscal 2024 results and an orderly handover of the role to Mr. Bodymore. .

The Company granted an aggregate of 75,000 restricted share units (“ RSUs ”) to Mr. Bodymore, under the terms of the Company’s equity incentive compensation plan. The RSUs will vest one-third annually commencing on the one-year anniversary of the date of the grant. Each vested RSU entitles the holder to receive one common share of the Company.

5.2. Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

For further information, contact Jennifer Twiner McCarron, Chair and Chief Executive Officer at (604) 683-3555.

Item 9. Date of Report

DATED as of this 14[th] day of February, 2024.

Forward-looking and Cautionary Statements

This material change report 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 material change report include, but are not limited to, statements with respect to the RSU vesting schedule. 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 June 30, 2023 Management’s Discussion and Analysis and other public documents filed on SEDAR+ at www.sedarplus.ca. 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 material change report, 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.