Thunderbird Entertainment Group Inc. (TBRD.V) Earnings Call Transcript

Good morning, and welcome to the Annual General and Special Meeting of the Shareholders of Thunderbird Entertainment Group, Inc. My name is Jennifer Twiner McCarron, and I am the Chair of the Board of Directors and the Chief Executive Officer of the company. Before we commence the formal business of the meeting, I would like to provide some opening remarks. We are pleased to host today's meeting online through the Lumi virtual meeting platform. This platform is accessible to all of our shareholders and duly appointed proxy holders and allow shareholders to participate, submit questions and vote regardless of their physical location. Let's begin with a brief overview of the contract for this meeting. To be able to vote or ask questions at this meeting, you must either be a registered shareholder or a duly appointed proxy holder. Guests and nonregistered shareholders are only permitted to listen. If you are a registered shareholder or a duly appointed proxy holder, you may vote and submit questions and comments to the moderator to be read and addressed at the meeting. If you have a question or comment, please submit it by clicking on the messaging icon at the top of your screen, and we will answer at the appropriate time. I will preside as chair of this meeting. And with your approval, I will ask Lori Massini, the company's General Counsel to act as Secretary of the meeting. I would also like to take a moment to acknowledge the other members of Thunderbird's Board of Directors who are joining us here today. With me is Lisa Coulman. Also joining from management is our CFO, Simon Bodymore. For the purposes of this meeting, Julie Chu of Odyssey Trust Company will be appointed as scrutineers. Due to the ongoing postal strike, the company has relied on the relief provided by the CSA coordinated blanket order 1931 from the requirement to send the applicable meeting materials to all shareholders of record as of the close of business on October 25, 2024. More information regarding the relief provided by the blanket order can be found in the company's press release dated December 9, 2024. The scrutineer has advised me that prior to the meeting, the proxies were received from a sufficient number of shareholders to constitute a quorum. I therefore declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the formal report of the scrutineer be annexed as a schedule to the minutes of this meeting. Voting on all matters before us today will be conducted using Lumi's virtual meeting platform and every shareholder entitled to vote on the matter has 1 vote in respect of each of the voting share held. Only registered shareholders who held shares in their name as of close as a business on October 25, 2024, or their validly appointed proxy holders are entitled to vote at this meeting. If you've already voted or sent in a proxy, there's no need for you to vote again at the meeting unless you would like to change your vote. The electronic voting system will be open for all resolutions at the same time. This will allow you to cast your ballot electronically for each resolution immediately or you may wait until each resolution discussion has concluded prior to casting your vote. I now declare the polls open on all resolutions. In the interest of expediting the business of the meeting and in accordance with the corporate laws and Thunderbird articles, no motion is needed to be seconded. We will now run through each of the items on the agenda: First will be the presentation of the audited financial statements of the company for the financial year ending June 30, 2024, together with the report of the auditor thereon; second, shareholders will be asked to fix the number of directors at 7 and elect the directors of the company for the ensuing year; third, shareholders will be asked to reapprove the company's stock option plan; Fourth, shareholders will be asked to reapprove the company's equity compensation plan; and fifth, shareholders will be asked to approve the new Ambius share compensation plan, which, if approved, will replace the existing stock option plan and equity incentive compensation plan of the company. Lastly, shareholders will be asked to appoint the auditor of the company and authorize the directors of the company to fix their remuneration. As a point of information for the meeting, I have been advised by the scrutineer that proxies deposited for the meeting have been voted for the resolutions proposed for consideration at the meeting. The first item of business is the presentation of Thunderbird's audited financial statements for the year ended June 30, 2024. The financial statements and the auditor's report have been filed on SEDAR and are available on the Lumi platform's dashboard. I now ask for a motion to dispense with the reading of the financial statements and the auditor's report.

I so move.

Thank you, Lori. A motion has been made that the reading of the financial statement and the auditor's report will be dispensed with. The next item of business is fixing the size of the Board of Directors to be elected at the meeting. The Management Information Circular referred to as the circular and instrument of proxy contemplate fixing the number of directors for the ensuing year at 7. I now ask for a motion that the number of directors of the company be set as at 7.

I so move.

Thank you, Lori. A motion has been made that the number of directors be set at 7. The next item of business for the election of the directors of the company for the ensuing year. I note the company's articles provide a process requiring advanced notice to the company in respect of any person seeking to be nominated for election at today's meeting. The company did not receive any notice of director nominations in connection with the meeting within the prescribed time period. Accordingly, the only persons eligible to be nominated at the meeting for the election to the Board are the following 7 nominees: Jennifer Twiner McCarron, Asha Daniere, Azim Jamal, Jerome Levy, Lisa Coulman, Dave Lazaratto, and Taylor Henderson. I now ask for a motion that each of Jennifer Twiner McCarron, Asha Daniere, Azim Jamal, Jerome Levy, Lisa Coulman, David Lazaratto, and Taylor Henderson be elected as directors of the company to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed.

I so move.

Thank you, Lori. The next item of business is the reapproval of the company's stock option plan by ordinary resolution. Details of the stock option plan are set out in detail in the information circular prepared for this meeting. I now ask for a motion that the company's stock option plan be reapproved by the shareholders.

I so move.

Thank you. The next motion has been made to reapprove the company's stock option plan. The next item of business is the reapproval of the company's equity compensation plan by ordinary resolution. Details of the equity compensation plan are set out in the detail in the information circular prepared for the meeting. I now ask for a motion that the company's equity compensation plan be reapproved by the shareholders.