Thunderbird Entertainment Group entered into an amended and restated cooperation agreement with Voss Capital and certain of its affiliates, which together own approximately 13.1% of the outstanding common shares of Thunderbird. The A&R cooperation agreement amends and replaces the existing cooperation agreement between the company and Voss, dated as of Jan. 19, 2023, as amended Jan. 27, 2023, in its entirety.
The A&R cooperation agreement provides for the nomination of Taylor Henderson, a representative and employee of Voss for election to the board of directors of Thunderbird at the company’s upcoming 2023 annual general and special meeting of shareholders scheduled for Dec. 14, 2023, which appointment is subject to the approval of the TSX Venture Exchange.
The A&R cooperation agreement also provides for the appointment of one additional independent director to be mutually agreed by the company and Voss following the 2023 Annual Meeting.
“Heading into 2024, we are looking forward to doubling down on the health of the business while prioritizing our focus on maximizing shareholder value,” Jennifer Twiner McCarron, chair and CEO of Thunderbird, said.
Under the terms of the A&R cooperation agreement, Voss has, among other things, agreed to abide by customary voting commitments at the 2023 Annual Meeting (as previously agreed by the parties) and the 2024 annual general and special meeting of shareholders, as well as customary standstill restrictions. The A&R cooperation agreement will terminate in accordance with its terms on the earlier of the date of which the company first publicly announces the date of its 2025 annual general and/or special meeting of shareholders, and Oct. 15, 2025.
