Blue Ant Media to acquire Thunderbird Entertainment

Mr. Michael MacMillan of Blue Ant reports BLUE ANT MEDIA TO ACQUIRE THUNDERBIRD ENTERTAINMENT Blue Ant Media Corp. and Thunderbird Entertainment Group Inc. have entered into a definitive arrangement agreement, under which Blue Ant will acquire all of the issued and outstanding common shares of Thunderbird. Under the terms of the arrangement agreement, each Thunderbird shareholder will have the option to elect to receive, for each Thunderbird share: (i) 0.2165 Blue Ant subordinate voting 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. Highlights: Enhances earnings, cash flow and capital markets profile; Expected cost synergies of $7-million; Total consideration of approximately $89-million, payable in cash and shares, representing a deemed price of $1.77 per Thunderbird share, a premium of 28 per cent to the 45-day VWAP (volume-weighted average price) or a 50-per-cent spot premium to Thunderbird shares as of Nov. 25, 2025; Voting support agreements with Thunderbird shareholders representing 37 per cent in favour of the transaction; Expands and fuels new IP (intellectual property) opportunities, strengthening Blue Ant's overall content portfolio; Supports the creation and growth of global brands. The transaction is expected to deliver immediate financial benefits to Blue Ant, Thunderbird and their respective shareholders on closing, including strong earnings and cash flow accretion per share, significant cost synergies, and a meaningful increase to Blue Ant's public float, which is expected to enhance trading liquidity. This transaction follows Blue Ant's reverse takeover of Boat Rocker Media, completed on Aug. 1, 2025, and its subsequent listing on the TSX. "The acquisition of Thunderbird is anticipated to add scale and complementary capabilities that strengthen Blue Ant's studio business and enhance our earnings and cash flow," said Michael MacMillan, Blue Ant's chief executive officer. "Thunderbird's world-class service work and proprietary content creation strengthens Blue Ant's studio portfolio and fortifies our ability to develop, package and monetize content across multiple platforms while improving operating efficiency across our combined businesses. We are thrilled to carry on the momentum we started with the RTO this summer." "This transaction brings Thunderbird into a larger, more diversified media group with stronger commissioning opportunities, global distribution, and greater emphasis on IP ownership and monetization. It creates a powerful platform for future growth while also delivering compelling value for shareholders," said Jennifer Twiner McCarron, chief executive officer and chair of Thunderbird. "We anticipate joining Blue Ant from a position of financial strength in fiscal 2026. As of today, productions representing approximately 76 per cent of the revenue associated with Thunderbird's current slate are approved and under way. Based on Thunderbird management's current visibility, we expect full-year revenue growth in the mid- to high-single-digit range year over year. Thunderbird also anticipates a corresponding increase in adjusted EBITDA [earnings before interest, taxes, depreciation and amortization], with margins in line with the prior year." Ms. Twiner McCarron added, "We are excited to further strengthen our trajectory within a larger organization and look forward to uniting the talent and capabilities of both teams as we move confidently into this next chapter of growth." Under the transaction, assuming full cash proration, consideration per Thunderbird share represents approximately 80 cents in cash and 0.1192 of a Blue Ant subordinate voting share. The total consideration to be received by Thunderbird shareholders values Thunderbird at $1.77 per Thunderbird share based on the closing price of Blue Ant subordinate voting shares on Nov. 25, 2025, representing a total equity transaction value of $89-million. Upon completion of the transaction, assuming full cash proration, existing Blue Ant and Thunderbird shareholders are expected to own approximately 79 per cent and 21 per cent of the pro forma company, respectively. If no cash elections are made, existing Blue Ant and Thunderbird shareholders would own approximately 67 per cent and 33 per cent of the pro forma company, respectively. The transaction is expected to close in the first quarter of calendar 2026, subject to the satisfaction of customary closing conditions including court approval, approval of the Competition Bureau of Canada and the Toronto Stock Exchange, and Thunderbird shareholder approval. Transaction highlights and strategic rationale: Significant premium for Thunderbird shareholders: The transaction delivers a significant premium of 28 per cent to the 45-day VWAP (volume-weighted average price) of Thunderbird shares as of Nov. 25, 2025. Immediately accretive: The acquisition is expected to be immediately accretive to earnings per Blue Ant subordinate voting share. Meaningful cost synergies: Blue Ant expects to realize cost synergies of $7-million in the first 12 months and will continue to explore additional optimization opportunities. Bolsters Blue Ant's production business: Thunderbird has a proven record of handling major global brands such as Spiderman, Star Wars, Highway Thru Hell, My Little Pony and Cocomelon. Thunderbird operates a robust service production business anchored by long-standing partnerships with major studios and streamers, including Disney, Netflix, Warner Bros., Marvel and Lego. Strong strategic fit: Highly complementary, the acquisition is expected to significantly expand Blue Ant's studio business by adding production capacity in unscripted, animation, and kids and young adult. It will also expand distribution opportunities and add new licensing, merchandising and consumer products capabilities. Technology leadership: Thunderbird is advancing the use of non-generative AI (artificial intelligence) in entertainment, leveraging innovative technology to enhance production workflows and push the industry forward, further positioning Blue Ant to evolve with the next generation of media and engage consumers seamlessly across digital platforms. Additions to the combined management team and board: Upon close, Ms. Twiner McCarron will join Blue Ant to oversee a combined kids, young adult and animation business under Blue Ant Studios and one independent Canadian Thunderbird director will be added to Blue Ant's board of directors. Blue Ant's corporate management team, including Mr. MacMillan as chief executive officer, will remain unchanged. Cultural alignment: The transaction unites two teams with shared values in people, diversity and creativity, positioning the company for long-term growth. Strong board and shareholder support: The transaction has been unanimously approved by the boards of directors of Blue Ant and Thunderbird (with Ms. Twiner McCarron abstaining). Thunderbird's board (as defined herein) unanimously (with Ms. Twiner McCarron abstaining) recommends that Thunderbird shareholders vote in favour of the transaction. In addition, each of the directors and officers of Thunderbird, Voss Capital LLC, The Frank Giustra Foundation, Pacific Reach Properties Capital Ltd. and certain other Thunderbird shareholders, collectively representing approximately 37 per cent of the issued and outstanding Thunderbird shares, have entered into agreements to vote their shares in favour of the transaction. Benefits to Blue Ant shareholders: Enhances earnings and cash flow per share; Transaction is immediately accretive; Blue Ant expects to realize cost synergies of $7-million in the first 12 months and will continue to explore additional optimization opportunities; Provides a substantial increase to Blue Ant's public float and capital markets profile, which is expected to enhance trading liquidity; Enhances Blue Ant's production and distribution business, positioning Blue Ant Studios as a leader in unscripted, animation, and kids and young adult; Thunderbird has no corporate debt; Blue Ant's balance sheet will remain strong and poised for future growth opportunities. Benefits to Thunderbird shareholders: Thunderbird shareholder consideration represents a 28-per-cent premium to the 45-day VWAP or a 50-per-cent spot premium to Thunderbird shares as of Nov. 25, 2025; Optionality and choice of consideration mix, with the ability to receive 100-per-cent share consideration, or a minimum of 44-per-cent cash consideration, providing certainty of value; Enhanced scale and capital markets profile, including uplisted trading on the TSX, which is expected to improve trading liquidity with an enlarged public float; Opportunity to participate in a larger, more diversified and well-capitalized company with significantly greater earnings power and growth potential; Increased financial capacity with access to Blue Ant's balance sheet and operating cash flows; Enhanced ability to monetize and expand additional IP through distribution channels; Provides additional opportunities to develop and scale the consumer products business. More on Thunderbird Headquartered in Vancouver, B.C., with a team in Los Angeles, Thunderbird's production businesses include Atomic Cartoons, specializing in animation, and Great Pacific Media, focused on scripted and unscripted content. The company also has a dedicated global distribution and consumer products team. Thunderbird has been listed three years in a row on The Globe and Mail's Top Growing Companies ranking, and its work has earned major industry accolades, including a Peabody Award, Emmy Awards, Canadian Screen Awards and Annie Awards, among other recognitions. As of fiscal year-end 2025 (June 30), Thunderbird reported revenue of $185.7-million (up from $165.3-million in 2024), net income of $6.3-million (versus $2.4-million in 2024), and adjusted EBITDA of $18.3-million, a 10-per-cent year-over-year increase. Thunderbird currently has 26 programs in various stages of production. Blue Ant Q4/year-end results On Nov. 26, 2025, Blue Ant reported its fiscal 2025 Q4 and year-end financial results. Blue Ant reported full-year revenue of $204-million (versus $196.4-million in 2024), adjusted EBITDA of $37.1-million (versus $37-million in 2024) and net income of $14.7-million (versus a net income of $18.5-million in 2024). As at Aug. 31, 2025, Blue Ant had total cash of $54.4-million. By March, 2026, the company anticipates receiving an additional $48.3-million cash in connection with the RTO. This comprises $34.7-million as part of the previously disclosed value assurance payment from Fairfax Financial and $13.6-million from the expected monetization of a vendor takeback promissory note issued to the company in connection with the RTO. Transaction details The transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). Completion of the transaction is subject to customary conditions, including, among others, court approval, approval under the Competition Act (Canada), and the approval of at least two-thirds of the votes cast by the Thunderbird shareholders present in person or represented by proxy at the meeting (as defined below). The Thunderbird board of directors, having received a unanimous recommendation from a strategic review committee comprising solely independent directors of Thunderbird and after receiving outside legal and financial advice, has unanimously (with Ms. Twiner McCarron abstaining) determined that the transaction is in the best interests of Thunderbird and is fair to Thunderbird shareholders and unanimously (with Ms. Twiner McCarron abstaining) recommends that Thunderbird shareholders vote in favour of the transaction. In making their respective determinations, the Thunderbird board and the strategic review committee considered, among other factors, the fairness opinion of Canaccord Genuity Corp. to the effect that, as of Nov. 25, 2025, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Thunderbird shareholders pursuant to the transaction is fair, from a financial point of view, to the Thunderbird shareholders. A copy of the fairness opinion of Canaccord Genuity will be included in the management information circular to be filed and mailed to Thunderbird shareholders in connection with the special meeting of Thunderbird shareholders to be called to approve the transaction. In connection with the transaction, the directors and executive officers of Thunderbird and certain other Thunderbird shareholders, holding an aggregate of approximately 37 per cent of the issued and outstanding Thunderbird shares, have entered into voting support agreements with Blue Ant, pursuant to which they have agreed to, among other things, vote all of their Thunderbird shares in favour of the transaction. In connection with the proposed issuance of Blue Ant subordinate voting shares pursuant to the transaction, the TSX requires that Blue Ant obtain shareholder approval pursuant to Section 611(c) of the TSX company manual, because the transaction provides for the issuance of greater than 25 per cent of the currently outstanding Blue Ant subordinate voting shares. Section 604(d) of the TSX company manual provides that such approval may be obtained in writing from shareholders holding a majority of the outstanding voting securities of the listed issuer without the requirement to convene a shareholder meeting for such purposes. Assuming all Thunderbird shareholders elect to receive the share consideration and no Thunderbird shareholder elects to receive the cash consideration under the transaction, it is expected that, based on the information available to Thunderbird and Blue Ant as of the date hereof: (i) a maximum of 10,684,778 Blue Ant subordinate voting shares will be issuable to former Thunderbird shareholders in exchange for the issued and outstanding Thunderbird shares; (ii) up to 221,263 Blue Ant subordinate voting shares will be issuable pursuant to valid exercises of Thunderbird options; and (iii) up to 170,778 Blue Ant subordinate voting shares will be issuable upon settlement of Thunderbird restricted share units which are expected to be outstanding prior to closing of the transaction, representing approximately 51 per cent of the issued and outstanding Blue Ant subordinate voting shares as of the date hereof. The transaction is an arm's-length transaction. Blue Ant has obtained shareholder approval for the issuance of Blue Ant subordinate voting shares pursuant to the transaction by having its controlling shareholder, Mr. MacMillan, who holds shares representing approximately 77 per cent votes attached to all outstanding voting shares of Blue Ant, provide a written consent. The Blue Ant board of directors also unanimously determined that the transaction is in the best interests of Blue Ant. In making its determination, the board considered, among other factors, the fairness opinion of Cormark Securities Inc. to the effect that, as of Nov. 25, 2025, subject to the assumptions, limitations and qualifications contained therein, the transaction is fair, from a financial point of view, to Blue Ant. The arrangement agreement provides for customary deal protection provisions, including non-solicitation covenants of Thunderbird and fiduciary-out provisions in favour of Thunderbird. In addition, the arrangement agreement provides for a termination fee of $3.56-million payable by Thunderbird to Blue Ant if it accepts a superior proposal and in certain other specified circumstances and a reverse termination fee of $1.5-million payable by Blue Ant if the Competition Act approval is not obtained. Each of Thunderbird and Blue Ant has made customary representations and warranties and covenants in the arrangement agreement, including covenants regarding the conduct of their businesses prior to the closing of the transaction. Blue Ant intends to finance the cash consideration with cash on hand and available credit facilities. Subject to the satisfaction of all conditions to closing set out in the arrangement agreement, it is anticipated that the transaction will be completed in the first quarter of 2026. Upon closing of the transaction, it is expected that the Thunderbird shares will be delisted from the TSX Venture Exchange and the OTC (over-the-counter) market and that Thunderbird will cease to be a reporting issuer under applicable Canadian securities laws. The foregoing summary is qualified in its entirety by the provisions of the respective documents. Copies of the fairness opinion of Canaccord Genuity and a description of the various factors considered by the strategic review committee and the Thunderbird board in their determination to approve the transaction as well as other relevant background information will be included in the information circular. Copies of the information circular, the arrangement agreement, the plan of arrangement, the voting support agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR+. Blue Ant and Thunderbird management will host a conference call to discuss the transaction and participate in a question-and-answer session. Conference call details Blue Ant and Thunderbird management will host a joint conference call to discuss the transaction. Date:  Nov. 26, 2025 Time:  9 a.m. EDT Dial-in numbers:  1-416-945-7677 (Toronto) or 1-888-699-1199 (North America toll-free) A link to the webcast will also be available on Blue Ant's website. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. An archived replay of the webcast will be available until Dec. 2 by dialling 1-289-819-1450 (Toronto) or 1-888-660-6345 (North America) (entry code: 72653 followed by the number sign). 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 acted as financial adviser to Thunderbird. About Blue Ant Media Corp. Blue Ant Media is an international streamer, production studio and rights management business. The company 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 Media 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 Entertainment Group 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, Boot Camp, and Sidelined: The QB and Me. Thunderbird Distribution and Thunderbird Brands manage global media and consumer products rights, respectively, for the company and select third parties. We seek Safe Harbor.