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Thunderbird Resorts Inc Thunderbird Resorts Inc. (a British Virgin Islands company limited by shares, with its registered office in Tortola, British Virgin Islands) Offering of up to 75,000,000 common shares at a price per share expected to be between $1.00 and $1.25 per share (the “Offer Price Range”) We are an international provider of branded casino entertainment and hospitality services, focused mainly on markets in Central and South America, southeast Asia, India, and eastern Europe. Our goal is to be a leading operator of casinos and recreational gaming facilities in each local market where we operate and to create genuine value for our shareholders and our employees. We operate dynamic, themed and integrated casino entertainment venues, where we work to create extraordinary experiences for our guests. We are organized as a British Virgin Islands company. We are offering (the “Offering”) up to 75,000,000 common shares, no par value (the “Offer Shares”). The Offer Shares are being offered and sold in (i) a public offering in the Netherlands (including to qualified investors within the meaning of the Financial Supervision Act (Wet op het financieel toezicht), as amended from time to time and the rules promulgated thereunder, the “Financial Supervision Act” or “FSA”) and (ii) a private placement to institutional or qualifying investors in certain jurisdictions outside the Netherlands, including (a) within the United States to “qualified institutional buyers” (within the meaning of Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “US Securities Act”)) in reliance on Rule 144A or to “accredited investors” (within the meaning of Rule 501 of Regulation D (“Regulation D”) under the US Securities Act) in reliance on Rule 506 of Regulation D or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and (b) outside the United States to persons who are not US Persons (“US Persons”) as such term is defined under Regulation S (“Regulation S”) under the US Securities Act in reliance on Regulation S. In this document (the “Prospectus”), unless otherwise specified or the context so requires, references to “Thunderbird Resorts Inc.,” “Thunderbird,” the “Company,” the “Group,” “we,” “us,” and “our” refer to Thunderbird Resorts Inc. and, as applicable, all of its Group companies as defined in Article 24b Book 2 of the Dutch Civil Code. Any reference to “shares” shall refer to our common shares, including the Shares (as defined herein), outstanding from time to time. Our existing shares are listed and traded on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”), the regulated market of Euronext Amsterdam N.V. (“Euronext”), under the symbol TBIRD and on the Regulated Unofficial Market of the Frankfurt Stock Exchange under the symbol 4TR. Application will be made for all of the Offer Shares to be admitted to listing and trading on Euronext Amsterdam (“Admission”). It is expected that Admission will become effective on Euronext Amsterdam at 09.00 hours Amsterdam time on or about 23 October 2009 (the “Trading and Settlement Date”). Delivery of the Offer Shares will take place on the Trading and Settlement Date in book-entry form through the facilities of Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”), against payment therefore in immediately available funds. The subscription period for prospective investors is expected to begin on 30 September 2009 and end on 14 October 2009 at 17.00 hours Amsterdam time, subject to acceleration or extension of the timetable for the Offering (the “Subscription Period”). If closing of the Offering does not take place on the Trading and Settlement Date or at all, the Offering will be withdrawn, all subscriptions for the Offer Shares will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation Withdrawal of the Offering can only take place prior to the Trading and Settlement Date (or prior to 09.00 hours Amsterdam time on the Trading and Settlement Date). Our business and any investments in the Shares involve a high degree of risk. Risk factors you should consider are described under “Risk Factors” beginning on page 13 of this Prospectus. This document has been prepared for the benefit of members of the public in the Netherlands and for the limited number of prospective investors to whom it has been addressed and delivered outside of the Netherlands. Neither the Company nor Friedman, Billings, Ramsey International, Limited/FBR Capital Markets & Co. (together, “FBR” or the “Manager”), nor any of its or their respective representatives is making any representation to you regarding the legality of an investment in the Offer Shares. In making an investment decision, you must rely on your own examination of the Group’s business and the terms of the Offering and of the Offer Shares, including the merits and risks involved. The contents of this document are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. This document does not constitute an offer to sell or invitation to subscribe for, or the solicitation of an offer to subscribe for or buy, Offer Shares to any person in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements for the Company or the Manager in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction. The Offer Shares offered by this document have not been and will not be registered under the US Securities Act, or under the applicable state securities laws of the United States. For a description of restrictions on offers, sales and transfers of the Offer Shares and the distribution of this Prospectus in the United States and other jurisdictions, see Chapter 25 “Selling and Transfer Restrictions.” We have appointed FBR to act as underwriter, initial purchaser, and placement agent in connection with the Offering. We have granted the Manager an option (the “Over-Allotment Option”) exercisable in whole or in part during the period commencing on the Trading and Settlement Date and ending no later than 30 calendar days after the Trading and Settlement Date pursuant to which the Manager may require us to issue up to 11,250,000 additional common shares (the “Additional Shares,” and, together with the Offer Shares the “Shares”) at the Final Offer Price (the “Final Offer Price”) to cover over-allotments made in connection with the Offering and any short positions arising from stabilization transactions. We reserve the right to change the Offer Price Range and to increase the number of Offer Shares prior to the end of the Subscription Period. Any change in the Offer Price Range or any increase of the amount of the Offering will be announced in a press release and, if deemed material, will be published in a supplementary prospectus which is subject to approval by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) and published in accordance with all applicable laws and regulations. In the event a supplementary prospectus is published two days or less prior to the Trading and Settlement Date, the Subscription Period will be extended. If, prior to the commencement of trading of the Offer Shares on Euronext Amsterdam, a significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus arises or is noted, which is capable of affecting the assessment of the Offer Shares, a supplementary Prospectus will be published and investors who have already agreed to purchase Offer Shares may invoke their rights pursuant to Article 5:23 (6) of the FSA and may thus withdraw their subscriptions within two business days following the publication of such supplementary Prospectus. The final number of Offer Shares and the final offer price will be determined by the Company after consultation with the Manager, after the end of the Subscription Period, after taking into account the conditions described in Chapter 23 “The Offering - Final Offer Price and Change of Price Range” and “The Offering – Number of Offer Shares,” and will be incorporated in a pricing statement (the pricing statement, together with this Prospectus, the “Final Prospectus”) which will be deposited with the AFM on or about 16 October, 2009 in accordance with Article 5:18 in conjunction with 5:21 of the Financial Supervision Act, and published on the Euronext Amsterdam website, subject to acceleration or extension of the timetable of the Offering. Any acceleration or extension of the timetable for the Offering will be announced in a press release, in the event of an accelerated timetable for the offering, at least three hours before the proposed expiration of the accelerated Subscription Period or, in the event of an extended timetable for the Offering, at least three hours before the expiration of the original Subscription Period. Any extension of the timetable for the Offering will be for a minimum of one full business day. This Prospectus constitutes a prospectus for the purposes of Article 3 of Directive 2003/71/EC (the “Prospectus Directive”) and has been prepared in accordance with Article 5:2 of the Financial Supervision
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