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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) Introduction and admission to listing and trading of the common shares on Euronext Amsterdam Thunderbird Resorts Inc. is a British Virgin Islands corporation that is an international provider of branded casino and hospitality services, focused mainly on markets in Central America, South America, southeast Asia, India, and eastern Europe. Our goal is to be a leading recreational property developer and operator in each of our markets by creating genuine value for our communities, our employees and our shareholders. We seek to achieve this by offering dynamic, themed and integrated resort venues, typically anchored by full- service casinos. We currently have 34 operating gaming facilities, two slot machine routes, nine hotels and one nine-hole golf course, including seven gaming facilities (two in Poland, five in Peru) acquired in the third quarter of 2008. We have over 23,500 square meters of gaming space worldwide and we have approximately 760 hotel rooms in Peru, Costa Rica and the Philippines. In addition, we are developing additional facilities and are expanding existing facilities in Panama, Costa Rica, the Philippines, Peru, Nicaragua, Guatemala, Poland and India. We are applying for admission to listing and trading on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”), the regulated market of Euronext Amsterdam N.V. (“Euronext”), for all of our existing common shares under the symbol TBIRD. In the future, we expect to apply for admission to listing and trading on Euronext Amsterdam for our common shares to be issued upon the exercise of existing options and warrants, when such common shares are issued. Trading of our common shares is expected to commence on or about 27 October 2008. This prospectus is not published in connection with, nor does it constitute, an offer of securities by us or on our behalf. Our existing common shares are traded on the CNQ stock exchange under the symbol TBI.U, on the Regulated Unofficial Market of the Frankfurt Stock Exchange under the symbol 4TR, and through The PORTALSM Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market, Inc., under the symbol THBDL. Upon admission to listing and trading of our common shares on Euronext Amsterdam, our common shares may no longer be traded through PORTAL. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe any restrictions. This prospectus has been approved by the Netherlands Authority for the Financial Markets (the “AFM”), which is the Dutch competent authority for the purpose of implementing relevant measures under Directive 2003/71/EC (the “Prospectus Directive”) in the Netherlands. Listing Agent FRIEDMAN BILLINGS RAMSEY The date of this prospectus is 15 October 2008. 6290103v10 TABLE OF CONTENTS SUMMARY ........................................................................................................................................................................1 RISK FACTORS .................................................................................................................................................................9 CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS .......................................................25 IMPORTANT INFORMATION.......................................................................................................................................25 INCORPORATION BY REFERENCE ............................................................................................................................26 WORKING CAPITAL STATEMENT .............................................................................................................................26 DIVIDEND POLICY ........................................................................................................................................................26 OPERATING AND FINANCIAL REVIEW ....................................................................................................................27 BUSINESS ........................................................................................................................................................................67 MANAGEMENT ..............................................................................................................................................................93 MAJOR SHAREHOLDERS AND LIQUIDITY MATTERS.........................................................................................104 CONFLICTS OF INTEREST..........................................................................................................................................105 RELATED PARTY TRANSACTIONS..........................................................................................................................107 DESCRIPTION OF SECURITIES..................................................................................................................................108 SHARE CAPITAL ..........................................................................................................................................................108 CAPITALIZATION ........................................................................................................................................................110 CERTAIN PROVISIONS OF BRITISH VIRGIN ISLANDS LAW, CANADIAN LAW AND OF OUR GOVERNING DOCUMENTS .......................................................................................................................110 BOOK-ENTRY; DELIVERY AND FORM ...................................................................................................................117 EURONEXT AMSTERDAM MARKET INFORMATION...........................................................................................119 TAXATION ....................................................................................................................................................................120 CERTAIN ERISA AND OTHER CONSIDERATIONS ................................................................................................127 TRANSFER RESTRICTIONS........................................................................................................................................130 INFORMATION FOR INVESTORS..............................................................................................................................131 PRESENTATION OF FINANCIAL INFORMATION ..................................................................................................131 SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ..........................................................................131 AVAILABILITY OF DOCUMENTS.............................................................................................................................131 REPORTING ACCOUNTANTS AND INDEPENDENT AUDITORS.........................................................................133 METHOD AND EXPECTED TIMETABLE..................................................................................................................133 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS......................................................................................134 i SUMMARY THIS SUMMARY MUST BE READ AS AN INTRODUCTION TO THIS PROSPECTUS. ANY DECISION TO INVEST IN OUR SECURITIES SHOULD BE BASED ONLY ON CONSIDERATION OF THIS PROSPECTUS AS A WHOLE, INCLUDING THE RISK FACTORS AND THE FINANCIAL INFORMATION. YOU SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY. THIS SUMMARY ONLY HIGHLIGHTS THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. AS THIS IS A SUMMARY, IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER IN MAKING AN INVESTMENT DECISION. No civil liability will attach to us solely on the basis of this summary, including any translations of this summary, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this prospectus. Where a claim relating to the information contained in this prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of such Member State, be required to bear the costs of translating this prospectus before legal proceedings are initiated. References to "Thunderbird", "the Company", “we,” “us” or “our” refer to Thunderbird Resorts Inc. and, as applicable, its subsidiaries. All references in this prospectus to (1) number of common shares, earnings per common share or common share price are for Thunderbird Resorts Inc. and give effect to the one-for-three reverse split of our common shares that took place in November of 2007 and (2) ”dollars” or ‘‘$” are to the lawful currency of the United States of America. Unless otherwise indicated, the financial statements for periods prior to 2007 included in this prospectus do not give effect to the reverse stock split. This section constitutes the summary of the prospectus pursuant to article 5:14 of the Netherlands Financial Supervision Act (Wet op het financieel toezicht) (the “Financial Supervision Act”). This section consists of a summary of the business of the Company, a summary of the financial data and a summary of the risk factors. Overview We are an international provider of branded casino
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