Thunderbird Entertainment Announces Cooperation Agreement with Voss Capital - Seite 2

The Appointees have replaced two independent Thunderbird directors, Marni Wieshofer (Interim Chair of the Board and Chair of the Audit Committee) who has agreed to step down from the Board and Frank Giustra, who has resigned from the Board. Thunderbird thanks Ms. Wieshofer and Mr. Giustra for their significant contributions to the Company.

Added Ms. Twiner McCarron, “Mr. Giustra has been instrumental in Thunderbird’s growth over the last 12 years. The financial and strategic support of Mr. Giustra, a large, long-term shareholder and a respected founder of Lionsgate Entertainment, were integral to Thunderbird’s transformation into the award-winning production company it is today. We are saddened by Mr. Giustra’s decision to leave the Board, but we understand and respect his decision.”

Continuing on the Board are Jennifer Twiner McCarron (CEO), Azim Jamal, Linda Michaelson, and Jérôme Levy (the “Continuing Directors”). Ms. Twiner McCarron has taken on the additional role as Chair of the Board, and Mr. Trachuk has been appointed Lead Independent Director and will serve as interim Chair of the Audit Committee.

At the 2022 Annual Meeting, Thunderbird will ask shareholders to approve a resolution to increase the size of the Board to seven directors from six. Thunderbird intends to nominate the four Continuing Directors, the two Appointees, and the Additional Director.

Under the terms of the Cooperation Agreement, Voss has, among other things, withdrawn its slate of proposed nominees and agreed to abide by customary voting commitments and standstill restrictions until the conclusion of the Company’s meeting of shareholders with respect to the fiscal year ending June 30, 2023, at which time the Cooperation Agreement will expire.

Thunderbird expects to mail an information circular with respect to the AGM in due course and shareholders are encouraged to read the information circular in its entirety and cast their votes early. The record date for voting at the AGM is January 16, 2023.

Below are biographies of Ms. Daniere and Mr. Trachuk.

Asha Daniere

Ms. Daniere currently serves as a Strategic Advisor at Asha Daniere Prof. Corp., a consulting company, since March 2020, and as an Instructor and Mentor at Lincoln Alexander School of Law, a Toronto law school, since September 2020. Prior to that, Ms. Daniere served as Executive Vice President of Legal and Business Affairs at Blue Ant Media, Inc., a broadcasting and media company, from September 2012 to February 2020 and Senior Vice-President and General Counsel at Score Media, Inc. (formerly TSX: SCR), a sports media company that was acquired in 2012 by Rogers Communications, Inc. (TSX: RCI.A, NYSE: RCI), from July 2008 to June 2012. Earlier in her career, Ms. Daniere served as General Counsel at FUN Technologies, Inc. (formerly TSX: FUN), an online gaming company, from July 2006 to May 2008, Associate Counsel at Siemens Canada Limited, a manufacturer of electronic, electrical, and infrastructure solutions and a subsidiary of Siemens AG (FWB: SIE), from 2003 to 2006, Director of Business Affairs at the Toronto Blue Jays, a professional baseball team, from 2002 to 2003. Ms. Daniere currently serves on the board of directors of WonderFi Technologies, Inc. (OTCMKTS: WONDF), a decentralized finance technology development company, since September 2022. Ms. Daniere also currently serves on the board of directors of several private companies, including SRx Health Solutions, a provider of advanced treatment, patient support programs, and pharmaceutical services, since November 2022, and Proactive Group Holdings Inc., a financial media portal that provides news, commentary and analysis of listed companies, since September 2021, where she also serves as Chair of the board of directors. Ms. Daniere previously served on the board of directors of RIV Capital, Inc. (f/k/a/ Canopy Rivers Inc.) (CSE: RIV, OTC: CNPOF), a venture capital firm, from May 2018 to September 2022, where she also served as Chair of the board of directors from September 2020 to September 2022 and Chair of the Human Resources and Corporate Governance Committee from May 2018 to September 2020, MDC Partners, Inc. (NASDAQ: MDCA), an advertising and marketing holding company, from June 2020 to September 2021, where she served as a member of the audit committee, and Tangelo Game, Corp. (TSX-VENTURE: GEL), a social casino game development company, from December 2015 to September 2018, where she served as Chair of the Human Resources and Corporate Governance Committee and Chair of the Special Committee that oversaw the company being taken private. Ms. Daniere holds a B.A. in Political Science from the University of Toronto and a J.D. from Tulane University Law School.