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Thunderbird Entertainment Group — M&A Activity 2026
Feb 6, 2026
43831_rns_2026-02-06_b6c3c71a-c831-4880-93f0-a42defd8da4e.pdf
M&A Activity
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Form 51-102F3 Material Change Report
Item 1. Name and Address of Company
Thunderbird Entertainment Group Inc. (the "Corporation") 666 Burrard Street, Suite 2500 Vancouver, British Columbia, V6C 2X8
Item 2. Date of Material Change
January 28, 2026
Item 3. News Release
The Corporation and Blue Ant Media Corporation ("Blue Ant") issued a joint news release with respect to the material change on January 28, 2026 through the facilities of PR Newswire and subsequently filed a copy of the news release on SEDAR+ at www.sedarplus.ca under the Corporation's issuer profile.
Item 4. Summary of Material Change
On January 28, 2026, the Corporation completed its previously announced statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Arrangement") involving Blue Ant.
Item 5.1. Full Description of Material Change
Pursuant to the Arrangement, among other things, Blue Ant acquired all of the issued and outstanding common shares of the Corporation (the "Thunderbird Shares") in exchange for an aggregate 5,857,979 subordinate voting shares of Blue Ant (the "Blue Ant Shares") and \$40 million in cash. The aggregate consideration represents the elections or deemed elections made by holders of Thunderbird Shares of the consideration to be received under the Arrangement, for each Thunderbird Share held, of (i) 0.2165 Blue Ant Shares, (ii) \$1.77 in cash, or (iii) a combination thereof, subject to rounding and proration based on a maximum cash consideration of \$40 million. The Arrangement became effective on January 28, 2026.
As a result of the completion of the Arrangement, the Thunderbird Shares were delisted from the TSX Venture Exchange and ceased to be quoted on the OTCQX Markets as of the close of markets on January 30, 2026. The Corporation has applied to the British Columbia Securities Commission for an order for the Corporation to cease to be a reporting issuer and to terminate its public reporting obligations.
Further details regarding the Arrangement are set out in the Corporation's management information circular dated December 11, 2025, which is available on SEDAR+ (www.sedarplus.ca) under the Corporation's issuer profile.
Item 5.2. Disclosure for Restructuring Transactions
Not applicable.
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Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
Astrid Zimmer Secretary
416-646-4434
Item 9. Date of Report
February 6, 2026