BLUE ANT MEDIA COMPLETES ACQUISITION OF THUNDERBIRD ENTERTAINMENT
TORONTO and VANCOUVER, BC, Jan. 28, 2026 /CNW/ - Blue Ant Media Corporation ("Blue Ant") (TSX: BAMI) and Thunderbird Entertainment Group Inc. ("Thunderbird") (TSXV: TBRD) (OTCQX: THBRF) are pleased to announce the successful completion of Blue Ant's previously-announced acquisition of Thunderbird by way of plan of arrangement (the "Arrangement").
Pursuant to the Arrangement, among other things, Blue Ant acquired all of the issued and outstanding common shares of Thunderbird (the "Thunderbird Shares") in exchange for an aggregate 5,857,979 subordinate voting shares of Blue Ant (the "Blue Ant Shares") and $40 million in cash. The aggregate consideration represents the elections or deemed elections made by holders of Thunderbird Shares ("Thunderbird Shareholders") of the consideration to be received under the Arrangement, for each Thunderbird Share held, of (i) 0.2165 Blue Ant Shares (the "Share Consideration"), (ii) $1.77 in cash (the "Cash Consideration"), or (iii) a combination thereof, subject to rounding and proration based on a maximum cash consideration of $40 million (the "Consideration").
"We are pleased to close this significant acquisition which is both strategic and accretive," said Michael MacMillan, CEO 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, CEO 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% of their total requested Cash Consideration, with the balance of their Consideration to be paid as Share Consideration. Any Thunderbird Shareholder that acquired Thunderbird Shares following the election deadline of January 19, 2026 and prior to the Delisting will be entitled to receive only Share Consideration.
Registered Thunderbird Shareholders are reminded that, in order 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 DRS 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 January 30, 2026 (the "Delisting"). 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 that 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 December 11, 2025 (the "Circular"), which is available on SEDAR+ (www.sedarplus.ca) under Thunderbird's issuer profile.
In connection with the Arrangement, Blue Ant amended and restated its credit facility and agreement with Bank of Montréal 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% 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 at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Blue Ant, 99 Atlantic Avenue, 4th Floor, Toronto, Ontario M6K 3J8, Attention: Madeleine Cohen, 1-416-646-4434.
Blue Ant's head office is located at 99 Atlantic Avenue, 4th Floor, Toronto, Ontario M6K 3J8.
Advisors
Bennett Jones LLP acted as legal advisor and Cormark Securities Inc. acted as financial advisor to Blue Ant.
DLA Piper (Canada) LLP acted as legal advisor and Canaccord Genuity Corp. acted as financial advisor to Thunderbird.
About Blue Ant Media Corporation
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.
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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, 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. Thunderbird is on Facebook, X, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the anticipated effects of the Arrangement on Blue Ant and the combined company's strategy and operational performance; the timing and ability of Thunderbird to cause the Thunderbird Shares to be delisted from the TSX Venture Exchange and withdrawn from the OTCQX; and the timing and ability of Thunderbird to submit an application and obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements.
Although Blue Ant and Thunderbird believe that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Blue Ant and Thunderbird, and its respective management and board of directors, as of the date hereof. Blue Ant and Thunderbird cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within their control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Blue Ant and Thunderbird will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Blue Ant and Thunderbird, its shareholders, or the future results and performance of the combined company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see the Circular available on SEDAR+ (www.sedarplus.ca) under Thunderbird's issuer profile.
Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of Blue Ant and Thunderbird at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Blue Ant and Thunderbird disavow and disclaim any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the combined company.
SOURCE Blue Ant Media Corporation
For further information, please contact: Dervla Kelly, Blue Ant Chief Marketing and Communications Officer: [email protected] or Madeleine Cohen, Blue Ant Vice President, Corporate Planning & Investor Relations: [email protected]
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