WHISTLEBLOWER POLICY

Thunderbird Resorts Inc.’s Audit Committee has implemented and approved policies and procedures for: (1) the receipt, retention and treatment of complaints received by Thunderbird Resorts Inc. (the “Company”) regarding accounting, internal accounting controls or auditing matters (“Accounting Complaints”) or any other violation of law or breach of the Company’s Code of Conduct and Ethics (“Code Complaints”) and (2) the confidential, anonymous submission to the Company of concerns regarding Accounting Complaints and Other Complaints. The Audit Committee has established these procedures to facilitate disclosure of questionable practices and to encourage proper individual conduct and alert the Audit Committee of potential problems before they have serious consequences. The Company shall maintain on its website located at www.thunderbirdresorts.com and shall incorporate in its Employee Handbook and in its operating companies procedures for submitting Accounting Complaints and Code Complaints by (1) mail and (2) electronic mail. If an employee or any other person has Accounting Complaints or Code Complaints, such persons are encouraged to report these complaints or concerns to the Audit Committee. Accounting Complaints and Code Complaints may be submitted to the Audit Committee on an anonymous/confidential basis; however, the Company may, in certain circumstances, be obligated by law to disclose the information or the identity of the person providing the information.

Acting in Good Faith

Anyone filing a complaint under this Policy must act in good faith and have an honest belief that the complaint is well-founded, including a reasonable factual or other basis. Any complaints based on allegations that are without basis, cannot be substantiated, or that are proven to be intentionally misleading or malicious, will be viewed as a serious offense.

Complaints from Third Parties

Securities laws require the Company to establish procedures for the receipt, retention and treatment of complaints regarding Financial Matters. This may include complaints that are received from third parties. Complaints from third parties regarding Financial Matters should be forwarded directly to the Company’s General Counsel or Chairperson of the Company’s Audit Committee as outlined below under “Reporting Process – Financial Matters”. This Policy is not intended to give rise to civil liability on the part of the Company or its directors or officers, to shareholders, suppliers, customers, competitors, employees or other persons, or to any other liability whatsoever on their part.

Reporting Process – Financial Matters

The Audit Committee has established the following additional procedures relating to such complaints or concerns:

1. Accounting Complaints and Code Complaints may be submitted either to the General Counsel of the Company or directly to the Audit Committee in the manner described below.
2. All Accounting Complaints and Code Complaints received by the Company’s General Counsel will be forwarded to the chair of the Audit Committee on at least a monthly basis.
3. The General Counsel or a party designated by the chair of the Audit Committee, as applicable, shall conduct an initial inquiry into the Accounting Complaint and Code Complaint and submit an initial report of findings to the Chair of the Audit Committee.
4. The Chair of the Audit Committee will direct such additional inquiry as he or she deems appropriate.
5. The status of any ongoing inquiry into Accounting Complaints and Code Complaints will be reported on at least a monthly basis to the Chair of the Audit Committee, and, if the Chair so directs, to the Audit Committee or the Board of Directors.
6. The Chair of the Audit Committee may request special treatment of any Accounting Complaint and Code Complaint, including the retention of outside counsel, accountants or other advisors.
7. The Chair of the Audit Committee is authorized to take, or cause to be taken, all appropriate actions in response to any Accounting Complaint or Code Complaint.

Directions

Both employees and non-employees may submit Accounting Complaints or Code Complaints. A complaint or report should include enough information about the incident or situation to allow the Company to investigate it properly. Should the complainant wish to remain anonymous, he or she may send the complaint in a way that does not reveal his or her identity. Should, however, the complainant wish to cooperate in further investigation of the complaint, he or she should submit his or her name and contact details together with the complaint. If the complainant identified him or herself in the report, the General Counsel or the Audit Committee might contact him or her and ask for further information about the matters reported in the complaint.

Complaints may be sent by electronic mail to the Company General Counsel at This e-mail address is being protected from spambots. You need JavaScript enabled to view it and/or to the Audit Committee at This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Both e-mail accounts are only accessible to the Company General Counsel and Audit Committee, respectively.

Complaints may also be sent by mail to:

Thunderbird Resorts Inc.
Attn: Audit Committee Chairman and/or General Counsel
P.O. BOX 4103
Road Town, Tortola VG 1110
British Virgin Islands

Complaints received at This e-mail address is being protected from spambots. You need JavaScript enabled to view it will be first reviewed by the General Counsel of the Company on a confidential basis. The General Counsel may carry out investigations with regard to the complained matter before submitting it to the Audit Committee. Every report of a possible violation, compliance concern, complaint or other information relating to a Code Complaint or and Accounting Complaint will be retained in written or electronic form by the Audit Committee.

Once your concern has been communicated to the General Counsel or Chairperson of the Company’s Audit Committee (the “Designated Official”) of the Company, the following procedures must be followed:

1. The Designated Official will confirm receipt of your complaint or concern, unless made anonymously.
2. The Designated Official will register your complaint in a log and open a file. Both will be kept confidential and secure.
3. If the Designated Official determines that your complaint or concern is covered by this Policy, he or she will conduct an investigation and determine whether further action is required.
4. The Designated Official must comply with all laws and regulations in conducting the investigation.
5. All investigations will be conducted as efficiently as possible, taking into account the nature and complexity of the issues involved.
6. Any complaint that is well-founded and that may have material adverse consequences for the Company will be reported to the Company’s Audit Committee or Board of Directors.
7. On a quarterly basis, the Designated Official will report to the Company’s Audit Committee or Board of Directors and to the Company’s external auditors the aggregate number of complaints received, investigations conducted and the outcome of those complaints and investigations.

Protection from Retaliation

The Company encourages officers and employees to report promptly any suspected accounting and auditing matter or violation of any law, regulation or provision of the Code of Conduct and Ethics. The Company will not tolerate any retaliation whatsoever by any director or employee for any report that was provided in good faith. Similarly, the Company will not tolerate any retaliation or other action taken against any director or employee who provides to any law enforcement officer truthful information relating to the accounting and auditing matters discussed herein or the possible commission of a civil or criminal offense or who participates in the investigation, by the Company or by government authorities, of conduct the director or employee believes constitutes securities fraud under applicable laws. The Company intends to investigate thoroughly any report, concern or complaint made in good faith that the Company receives relating to a suspected violation. Every director or employee will be required to cooperate in internal investigations of misconduct or unethical behavior.

Amendments

The Audit Committee reviews its policies from time to time to ensure compliance with applicable law and conformity with industry practice. Therefore, this policy may be amended, modified or waived at the discretion of the Audit Committee in accordance with applicable law and regulation.