BLUE ANT MEDIA COMPLETES ACQUISITION OF THUNDERBIRD ENTERTAINMENT

Executive Summary

• Blue Ant Media Corp. completed its acquisition of Thunderbird Entertainment Group Inc., acquiring 100% of Thunderbird’s issued and outstanding common shares.
• Consideration consisted of 5,857,979 subordinate voting shares of Blue Ant and $40 million cash, allocated to Thunderbird shareholders as a mix of share consideration (0.2165 Blue Ant Shares per Thunderbird Share) and cash ($1.77 per Thunderbird Share).
• The transaction is described as “strategic and accretive,” with an expected $7 million in synergies that should improve operating efficiency and earnings power for the combined company.

Key Details

• Consideration Structure:
• Total consideration: 5,857,979 Blue Ant subordinate voting shares + $40 M cash.
• Each Thunderbird Share entitled to either (i) 0.2165 Blue Ant Shares, (ii) $1.77 cash, or (iii) a combination thereof, subject to rounding and a maximum cash pool of $40 M.
• Cash Allocation:
• Approximately 56% of requested cash consideration will be paid in cash; the remainder will be satisfied with share consideration.
• Shareholder Actions Required:
• Registered Thunderbird shareholders must return signed transmittal letters and certificates/DRS advice to Odyssey Trust Company to receive consideration.
• Non‑registered shareholders will receive consideration directly via their brokerage accounts.
• Post‑Closing Changes:
• Effective upon closing, David Lazzarato appointed to Blue Ant’s board of directors.
• Jennifer Twiner McCarron appointed President, Animation, Kids and Young Adult of Blue Ant Studios Inc. (a wholly‑owned subsidiary).
• Thunderbird Shares expected to be delimited from the TSX Venture Exchange around Jan 30 2026; quotation withdrawal from OTCQX to follow.
• Regulatory & Reporting:
• Thunderbird will apply to cease being a reporting issuer and terminate its public reporting obligations.
• Blue Ant amended and restated its credit facility with Bank of Montréal to reflect the acquisition.
• Advisors:
• Legal: Bennett Jones LLP (Blue Ant), DLA Piper (Canada) LLP (Thunderbird).
• Financial: Cormark Securities Inc. (Blue Ant), Canaccord Genuity Corp. (Thunderbird).

Notable Quotes

• “We are pleased to close this significant acquisition which is both strategic and accretive… We are on track to meet our $7 million synergy goal, which is expected to improve operating efficiency across our combined businesses and strengthen our earnings power.” – Michael MacMillan, CEO, Blue Ant Media Corp.
• “Joining the Blue Ant team expands our global reach and brings together highly complementary businesses with shared goals… Together, we gain the scale and resources to maximize our intellectual property and invest in the next generation of content.” – Jennifer Twiner McCarron, CEO & Chair, Thunderbird Entertainment Group Inc.