Thunderbird Responds — Voss Capital’s Refusal to Engage Risks Significant Value Destruction

Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTCQX: THBRF) (Thunderbird or the Company) today set the record straight regarding a proxy fight instigated by Texas-based hedge fund Voss Capital LLC (“Voss”) in a misguided attempt to put Thunderbird up for sale. Thunderbird also corrects certain other factually inaccurate and misleading claims by Voss in its November 18, 2022 news release.

Thunderbird hoped to avoid a distracting and value-destructive proxy fight

Over the last several weeks, Thunderbird engaged privately with Voss to avert an ugly, costly fight that will negatively impact all stakeholders. A proxy fight will be distracting to management, unsettling to the team, and could create unrest with buyers and customers. This, at a time when the Company is firing on all cylinders, including many exciting developments in owned-IP and several pending series renewals across all divisions. Thunderbird came to the table in good faith, attempting to find common ground. Unfortunately, Voss has chosen not to meaningfully engage and has now declared that we are at an impasse.

The equity markets are difficult now

Thunderbird is constantly checking the market (buy- and sell-side) including through engagement with potential financiers (debt and equity), investment banks, private equity funds and potential strategic and synergistic partners. The equity markets are difficult now, but it won’t last forever. Thunderbird remains a very profitable, cash flow positive and growing company, and the fact that the markets are unstable, alone, is a good reason not to push for a transformative transaction which will almost certainly fail. In addition, the Company is aware of several failed sales processes for similarly sized companies in its industry in the last several months alone.

As the Company has stated previously, the pool of Canadian bidders is small and non-Canadians would be subject to Canadian Government cultural approval. Such approval is unpredictable and could be subject to time-consuming and expensive undertakings, which could further restrict the pool of interested parties and diminish the price offered to Thunderbird shareholders.

Voss is wrong to complain about Thunderbird’s value-creation strategy

Voss’s November 18, 2022 news release complained that Thunderbird is not creating value. Voss ignored the evidence delivered one day earlier, when Thunderbird announced a 25% revenue gain for the first fiscal quarter; this on top of the facts that: from fiscal 2020 through fiscal year end 2022, Thunderbird’s revenue increased 83% and adjusted earnings before interest, taxes, depreciation, and amortization (AEBITDA) increased 30%. The Company has no debt and its growth is purely organic.