Blue Ant closes Thunderbird Entertainment acquisition

Executive Summary

• Blue Ant Media Corp. has completed its previously announced acquisition of Thunderbird Entertainment Group Inc. via a plan of arrangement.
• The transaction consideration consists of approximately 5.86 million Blue Ant shares and $40 million in cash, structured as a per-share election of 0.2165 Blue Ant share, $1.77 cash, or a combination.
• Post-closing, Thunderbird will delist from the TSX Venture Exchange and OTCQX, cease reporting status, and integrate into Blue Ant, accompanied by new board/executive appointments and a stated $7M synergy target.

Key Details

• Transaction Structure: Completed via plan of arrangement.
• Aggregate Consideration: 5,857,979 subordinate voting shares of Blue Ant + $40 million in cash.
• Per-Share Election Terms: Holders received/elected (i) 0.2165 Blue Ant share, (ii) $1.77 in cash, or (iii) a combination thereof, subject to rounding and proration.
• Cash Proration Mechanism: Due to the $40M cash cap, approximately 56% of requested cash consideration was paid in cash, with the remainder converted to share consideration.
• Post-Deadline Acquisitions: Shareholders acquiring Thunderbird shares after the Jan. 19, 2026, election deadline are entitled to receive only share consideration.
• Delisting & Reporting Status: Thunderbird shares expected to delist from TSX Venture Exchange on or about Jan. 30, 2026, and withdraw from OTCQX. Thunderbird will apply to cease being a reporting issuer and terminate public reporting obligations.
• Ownership Post-Closing: Blue Ant beneficially owns 100% (49,656,639 shares) of Thunderbird.
• Leadership Changes: David Lazzarato appointed to Blue Ant board of directors; Jennifer Twiner McCarron appointed President, Animation, Kids and Young Adult, of Blue Ant Studios Inc.
• Financing Update: Blue Ant amended and restated its credit facility with Bank of Montreal to reflect the acquisition and its subsidiaries.
• Synergy Target: Company is on track to meet a $7-million synergy goal to improve operating efficiency and strengthen earnings power across combined businesses.
• Advisers: Bennett Jones LLP (legal) and Cormark Securities Inc. (financial) for Blue Ant; DLA Piper (Canada) LLP (legal) and Canaccord Genuity Corp. (financial) for Thunderbird.

Notable Quotes

• Michael MacMillan, CEO, Blue Ant: "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."
• Jennifer Twiner McCarron, CEO & Chair, Thunderbird: "This transaction is a strategic step that strengthens our ability to grow and innovate... Together, we gain the scale and resources to maximize our intellectual property and invest in the next generation of content."