Blue Ant closes Thunderbird Entertainment acquisition

Mr. Michael MacMillan of Blue Ant reports BLUE ANT MEDIA COMPLETES ACQUISITION OF THUNDERBIRD ENTERTAINMENT Blue Ant Media Corp. has completed Blue Ant's previously announced acquisition of Thunderbird Entertainment Group Inc. by way of plan of arrangement. Pursuant to the arrangement, among other things, Blue Ant acquired all of the issued and outstanding common shares of Thunderbird in exchange for an aggregate 5,857,979 subordinate voting shares of Blue Ant 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 share; (ii) $1.77 in cash; or (iii) a combination thereof, subject to rounding and proration based on a maximum cash consideration of $40-million. "We are pleased to close this significant acquisition, which is both strategic and accretive," said Michael MacMillan, chief executive officer of Blue Ant. "Thunderbird expands our financial and operational scale, and adds highly complementary capabilities, enhancing our ability to develop, package and monetize content across multiple platforms. 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. Together with the other acquisitions we have completed since going public in August, 2025, this transaction reinforces our momentum and long-term value creation strategy." "This transaction is a strategic step that strengthens our ability to grow and innovate," said Jennifer Twiner McCarron, chief executive officer and chair of the board of directors of Thunderbird. "Joining the Blue Ant team expands our global reach, and brings together highly complementary businesses with shared goals, aligned cultures, and a common commitment to creativity and excellence. Together, we gain the scale and resources to maximize our intellectual property and invest in the next generation of content." As a result of the elections made, Thunderbird shareholders who elected to receive cash consideration will receive approximately 56 per cent of their total requested cash consideration, with the balance of their consideration to be paid as share consideration. Any Thunderbird shareholder who acquired Thunderbird shares following the election deadline of Jan. 19, 2026, and prior to the delisting, will be entitled to receive only share consideration. Registered Thunderbird shareholders are reminded that, to receive the consideration in exchange for their Thunderbird shares, they must complete, sign and return the letter of transmittal to Odyssey Trust Company, in its capacity as depositary under the arrangement, together with the certificate(s) or direct registration system advice(s) representing their Thunderbird shares. If you have any questions or require further information regarding the procedures for receiving the consideration, please contact Odyssey Trust Company by telephone at 1-888-290-1175 (toll-free within North America) or at 1-587-885-0960 (outside of North America), or by e-mail at [email protected]. Non-registered Thunderbird shareholders should receive the consideration to which they are entitled under the arrangement directly in their brokerage accounts. Non-registered Thunderbird shareholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the arrangement. Effective upon closing of the arrangement, David Lazzarato was appointed to the board of directors of Blue Ant. Jennifer Twiner McCarron was appointed as president, animation, kids and young adult, of Blue Ant Studios Inc., a wholly owned subsidiary of Blue Ant. As a result of the completion of the arrangement, the Thunderbird shares are expected to be delisted from the TSX Venture Exchange on or about Jan. 30, 2026. Thunderbird has also applied to withdraw the quotation of the Thunderbird shares from the OTCQX as soon as practicable after the delisting. Accordingly, the Thunderbird shares will continue to be listed on the TSX Venture Exchange and the OTCQX for two business days following completion of the arrangement. Any person who acquires Thunderbird shares on the TSX Venture Exchange or OTCQX on or after the date hereof and prior to the delisting will be entitled to receive only share consideration. Thunderbird will also submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. Further details regarding the arrangement are set out in Thunderbird's management information circular dated Dec. 11, 2025, which is available on SEDAR+ under Thunderbird's issuer profile. In connection with the arrangement, Blue Ant amended and restated its credit facility and agreement with Bank of Montreal to reflect, among other things, the acquisition of Thunderbird and its subsidiaries. Required early warning report information Prior to completion of the arrangement, Blue Ant did not have beneficial ownership of, or control or direction over, any Thunderbird shares. Upon completion of the arrangement, Blue Ant beneficially owns, or exercises control or direction over, 49,656,639 Thunderbird shares in aggregate, representing 100 per cent of the issued and outstanding Thunderbird shares. An early warning report will be filed in accordance with applicable securities laws and will be available on Thunderbird's SEDAR+ profile. To obtain a copy of the early warning report, please contact Blue Ant, 99 Atlantic Ave., fourth floor, Toronto, Ont., M6K 3J8, attention: Madeleine Cohen, 1-416-646-4434. Advisers Bennett Jones LLP acted as legal adviser, and Cormark Securities Inc. acted as financial adviser to Blue Ant. DLA Piper (Canada) LLP acted as legal adviser, and Canaccord Genuity Corp. acted as financial adviser to Thunderbird. About Blue Ant Media Corp. Blue Ant is an international streamer, production studio and rights management business. Blue Ant operates a diverse portfolio of free streaming and pay-TV channels internationally, including Love Nature, Cottage Life, Smithsonian Channel Canada, BBC Earth Canada, HauntTV, Homeful and Love Pets, as well as the subscription streaming service MagellanTV. Its studio business produces and distributes a wide range of premium content across key genres for streaming and broadcast platforms worldwide. Blue Ant is headquartered in Toronto, with a presence in Los Angeles, New York, Miami, Singapore, London, Washington, Sydney, Halifax and Ottawa. About Thunderbird Entertainment Group Inc. Thunderbird is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with a team in Los Angeles. Thunderbird creates award-winning scripted, unscripted and animated programming for the world's leading digital platforms, as well as Canadian and international broadcasters. Thunderbird 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), and Thunderbird Scripted. Productions under the Thunderbird umbrella include Mermicorno: Starfall, Super Team Canada, Molly of Denali, Highway Thru Hell, Kim's Convenience, and Boot Camp and Sidelined: The QB and Me. Thunderbird Distribution and Thunderbird Brands manage global media and consumer products rights, respectively, for Thunderbird and select third parties. We seek Safe Harbor.