CEO.CA Chairman's Briefing

VANCOUVER, Oct. 31, 2018 /CNW/ - Golden Secret Ventures Ltd. ( "Golden Secret") is pleased to announce that it has completed its business combination with Thunderbird Entertainment Inc. ("Thunderbird") to form Thunderbird Entertainment Group Inc. (the "Company") (TSXV: TBRD). The business combination was completed by way of plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).

Under the Arrangement, which was completed pursuant to an arrangement agreement dated September 21, 2018, Golden Secret consolidated its issued and outstanding common shares on the basis of one post-consolidation common share (a "Post-Consolidation Share") for ten pre-consolidation common shares, changed its name to "Thunderbird Entertainment Group Inc." and acquired 100% of the issued and outstanding shares of Thunderbird in consideration for the issuance of 36,660,561 Post-Consolidation Shares and 1,054,000 Class A preferred shares convertible into 351,333 Post-Consolidation Shares.

The Post-Consolidation Shares of the Company are expected to be reinstated for trading on the TSX-V on November 2, 2018.

Prior to completion of the Arrangement, Thunderbird completed a brokered private placement financing (the "Brokered Financing") of 5,125,000 subscription receipts ("Subscription Receipts") at a price of $2.00 per Subscription Receipt for aggregate gross proceeds of $10,250,000. Each Subscription Receipt was exchanged for one Post-Consolidation Share on completion of the Arrangement. Canaccord Genuity Corporation acted as agent under the Brokered Financing and was paid a cash commission and issued agent's warrants entitling it to purchase up to 344,550 Post-Consolidation Shares at a price of $2.00 per share on or before October 30, 2020.

Thunderbird also completed a non-brokered financing of convertible debentures ("Convertible Debentures") in the aggregate principal amount of $2,250,000 prior to completion of the Arrangement. The Convertible Debentures converted into 1,125,000 Post-Consolidation Shares at a price of $2.00 per share on completion of the Arrangement.

On completion of the Arrangement, options entitling holders to acquire up to 4,111,000 common shares of Thunderbird were exchanged for options to purchase Post-Consolidation Shares on a one for one basis and 188,777 Post-Consolidation Shares were issued as a finder's fee. Subsequent to the completion of the Arrangement, the Company also granted additional options to directors and employees entitling the holders to purchase up to 135,000 Post-Consolidation Share at a price of $2.00 per share for a period of seven years.

There are 46,429,263 Post-Consolidation Shares issued and outstanding (51,781,146 Post-Consolidation Shares on a fully diluted basis). The only person expected to beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the issued and outstanding Post-Consolidation Shares is as follows:

Of the issued and outstanding Post-Consolidation Shares, 19,355,366 are subject to the escrow requirements of the TSX-V and will be released from escrow as to 10% of the shares on issuance of the Final Exchange Bulletin, 20% of the shares 6 months after issuance of the Final Exchange Bulletin, 30% of the shares 12 months after issuance of the Final Exchange Bulletin and 40% of the shares 18 months after issuance of the Final Exchange Bulletin.

Pursuant to the Arrangement, an aggregate of 25,297,353 Post-Consolidation Shares are subject to a pooling arrangement and may not be sold, assigned, transferred, hypothecated or otherwise disposed of and shall be released from such pooling arrangement as follows: (i)10% of the shares shall be released on January 31, 2019; and (ii) 15% of the shares will be released on each day that is six, nine, twelve, fifteen, eighteen and twenty-one months thereafter.

A further 11,363,235 Post-Consolidation Shares are also subject to a pooling arrangement under the Arrangement and may not be sold, assigned, transferred, hypothecated or otherwise disposed of and shall be released from such pooling arrangement as follows: (i) 10% of the shares on October 30, 2018; and (ii) 15% of the shares on each of the days that is three, six, nine, twelve, fifteen and eighteen months thereafter.

Further information is available in the Company's Filing Statement dated October 29, 2018 which is available under the Company's SEDAR profile at www.sedar.com.

Early Warning Disclosure

Following the share consolidation but prior to the Arrangement, Frank Giustra held, directly and indirectly, or had control or direction over, an aggregate of 416,500 common shares of the Company and 10,000 stock options of the Company representing approximately 12.51% of the issued and outstanding common shares of the Company and approximately 3.23% of the outstanding stock options of the Company. Mr. Giustra would have held, directly and indirectly, or have control or direction over, an aggregate of 426,500 common shares of the Company, representing approximately 12.77% of the issued and outstanding shares on a partially diluted basis, assuming the exercise of the 10,000 stock options. Immediately after the Arrangement, Mr. Giustra holds directly and indirectly, or has control or direction over, an aggregate of 7,173,434 common shares of the Company representing approximately 15.45% of the issued and outstanding common shares of the Company and 100,000 stock options representing approximately 2.26% of the outstanding stock options of the Company. Mr. Giustra would hold 7,273,434 common shares of the Company, representing approximately 15.63% of the issued and outstanding common shares on a partially diluted basis assuming the exercise of the 100,000 stock options.

About Thunderbird Entertainment Group Inc.

Thunderbird Entertainment is a rapidly growing Vancouver-based multiplatform entertainment company with offices in Vancouver, Los Angeles, Toronto, Ottawa and London. Thunderbird creates award-winning programming scripted, unscripted and animation programming for the World's leading digital platforms, as well as Canadian and International broadcasters. Thunderbird's vision is to produce high quality, socially responsible content that makes the world a better place.

On Behalf of Thunderbird Entertainment Group Inc.

"Cameron White"
Corporate Secretary

The TSX-V has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility of the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Company's objectives, goals or future plans and the business and operations of the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; those additional risks set out in the Company's Filing Statement and other public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE Thunderbird Entertainment Inc.

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