Thunderbird Resorts : 2022 AR Annual Report_30_April_2023

2022 ANNUAL REPORT

Cautionary Note

(Thunderbird Resorts Inc. is a British Virgin Islands company limited by shares

with its registered office in Tortola, British Virgin Islands)

Cautionary Note on "forward-looking statements"

This Annual Report contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential revenue, future plans, and objectives of the Thunderbird Resorts Inc. are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Group's forward-looking statements include competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, all of which are disclosed under the heading "Risk Factors" and elsewhere in the Group's documents filed from time-to-time with the Euronext Amsterdam exchange ("Euronext Amsterdam") and other regulatory authorities.

Thunderbird Resorts Inc. is sometimes referred to herein as "the Company" or "the Group." All currencies are in US dollars unless stated otherwise.

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Table of Contents

Table of Contents

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Chapter 1: Letter from the CEO

Chapter 1: Letter from the CEO

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Chapter 1: Letter from the CEO

Dear Shareholders and Investors:

The below summarizes the Group's performance for the year ended in December 31, 2022.

1. CHANGES IN PERFORMANCE IN 2022

In summary, Group revenue from continuing operations increased by $1.4 million or 10.5%, while adjusted EBITDA decreased by $172 thousand or -4.5%. Consolidated Profit for the period is $927 thousand, an improvement of $638 thousand or 220.8% as compared with 2021 results.

1. EBITDA1: Peru property EBITDA fell by $7 thousand and Nicaragua property EBITDA increased by $24 thousand, respectively, as compared to the same period in 2021. Corporate Expense was increased by $189 thousand in 2022 as compared to 2021. Adjusted EBITDA decreased by $172 thousand or - 4.5% through December 31, 2022 as compared to through December 31, 2021.
2. Profit / (Loss): Our Profit improved by approximately $638 thousand for the period as compared to 2021. This improvement was the result of increased revenue and other gains of $1.4 million and $792 thousand, respectively, partially offset by increased expenses of approximately $1.6 million in 2022 as compared to 2021.
3. Net Debt: Net debt as of December 31, 2022 decreased to $7.2 million as compared to $16.1 million as of December 31, 2021. Due to a change in accounting policy as required by IFRS 16, the Group is required to account for the net present value of real estate operating lease contracts as Obligations under leases and hire purchase contracts. Approximately $4.1 million of our net debt is comprised of Obligations under leases and hire purchase contracts.

2. MANAGEMENT TO MITIGATE THE RISKS OF COVID-19

In terms of demand, the tail effects of Covid-19 still could be felt in local demand for offices due to remote work and in consumer and tourism spending in the hotel business in particular. Having said that, through 2022, Management not only continued to stabilize its office and gaming operations and cash management, but retooled its business away from hotels with the conversion of its last remaining hotel to apartments (see below). As a result, we feel reasonably confident that the Group is able to carry on with the shareholder mandate set forth in the September 21, 2016 Special Resolutions. See more about our progress below.

3. MATERIAL PROGRESS TOWARD SHAREHOLDER MANDATE

We continue to pursue decisions that will support the best interest of shareholders according to the shareholder mandate set forth in the September 21, 2016 Special Resolutions the status of which is summarized below in relation to the Group's key remaining assets:

1. Peru Hotel Real Estate Converted to Apartment Units: As of the date of publication of this 2022 Annual Report, the Group has converted it's 66-suitehotel in Lima, Peru into a 66-unitcondominium apartment complex. The Group has: i) Legally sub-dividedthe former hotel in to 66 individually titled apartment units, procured all change of use and other regulatory approvals, and sold the majority of

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