Triad Resorts Offering Memo 2009

Confidential Offering Memorandum

Series B Preferred LLC Units

January 1, 2009

Triad Resorts, LLC
22525 SE 64th Pl., Suite 251
Issaquah, Washington 98027
www.TriadResorts.com

TABLE OF CONTENTS

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM  2 
NOTICE TO INVESTORS 3 
FORWARD LOOKING STATEMENTS 5 
TERMS OF THE OFFERING 6 
SUMMARY OF PROPOSED TERMS 8 
RISK FACTORS 9 
PRE AND POST OFFERING CAPITALIZATION 11 
USE OF PROCEEDS 12 

STRATEGIC BUSINESS PLAN  13 
IMPORTANT INFORMATION 14 
EXECUTIVE SUMMARY 15 
TRIAD RESORTS 17 
THE SPANISH BIT RESORT & CASINO 18 
THE OPPORTUNITY 23 
FINANCIAL INFORMATION 28 
APPENDIX A – MANAGEMENT 30 
APPENDIX B – AREA MAPS 33 
APPENDIX C – SITE PLANS 35 
APPENDIX D – CASINO MODEL DESIGN 38 
APPENDIX E – JACKPOT 39 
APPENDIX F – LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED) 40 
APPENDIX G – DETAILED PROFORMA 42 
APPENDIX H – SUBSCRIPTION AGREEMENT 47 

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CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

5,200,000 UNITS OF PREFERRED B LLC UNITS

This Confidential Offering Memorandum (the “Memorandum”) relates to the private offering (the “Offering”) of
up to 5,200,000 units of Series B Preferred LLC Units (the “Units”) of Triad Resorts, LLC (“Triad” or the
“Company”). Triad reserves the right to increase or reduce the number of Units in the Offering at any time.
All of the Units are being offered by the Company at $1.00 per unit.

The Units are being offered only to investors who meet certain qualifications, and Triad reserves the right to
reject any subscription tendered. Investors must subscribe for a minimum purchase of $100,000, although
Triad reserves the right to accept a subscription for less than the minimum purchase amount, in its sole
discretion.

The date of this Offering Memorandum
is January 1, 2009

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NOTICE TO INVESTORS

The Units offered hereby have not been registered under the United States Securities Act of 1933, as
amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance
on exemptions from the registration requirements of the Securities Act and such state securities laws.

This Memorandum should be read in conjunction with Triad’s Strategic Business Plan (the “Business Plan”), a
copy of which has been delivered to the recipient along with this Memorandum and is incorporated into and
made a part of this Memorandum.

An investment in the Units involves a high degree of risk. See “Risk Factors.” Prospective investors should
thoroughly consider the risk factors as well as the other information described in this Memorandum. There is
no public market for the Units, and the Company does not anticipate that a public market will exist at any
time in the near future. Only those persons who are able to bear the risk of the complete loss of their
investment should consider purchasing the Units.

An investment in the Units is speculative and is suitable only for, and may be made only by, an “accredited
investor,” as that term is defined in Regulation D under the Securities Act, who has substantial financial
resources and no need for liquidity in such investment, and who is able to bear the substantial economic risk
of such investment for an indefinite period of time. See “Financial Suitability.”

The Units are subject to restrictions on transferability and resale and may not be transferred or resold except
as permitted under the Securities Act and applicable state securities laws, pursuant to registration or
exemption therefrom.

The Offering may be withdrawn, cancelled, modified or terminated at any time by the Company and is
specifically made subject to the conditions described herein. The Company reserves the right, in its sole
discretion, to accept or reject any subscription, in whole or in part, or to allot to any prospective investor less
than the dollar amount of Units subscribed for by such prospective investor.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any of the Units to
any person in any jurisdiction in which such offer or solicitation would be unauthorized or unlawful.

This Memorandum is furnished on a confidential basis. This Memorandum constitutes an offer only to the
person to whom it is delivered by the Company (the “Offeree”) and is provided to the Offeree solely for the
purpose of evaluating an investment in the Units. By accepting delivery of this Memorandum and receiving
any other oral or written information provided by the Company in connection with this Offering, the Offeree
agrees (a) to keep confidential the contents of this Memorandum and such other information and not to
disclose the same to any third party or otherwise use the same for any purpose other than evaluating an
investment in the Units, (b) not to copy, in whole or in part, this Memorandum or any other written
information provided by the Company in connection herewith and (c) to return this Memorandum and any
such written information to the Company in the event that (i) the Offeree does not subscribe to purchase any
Units, (ii) no portion of the Offeree’s subscription is accepted or (iii) this Offering is terminated or withdrawn.
Neither the delivery of this Memorandum nor any sales of the Units shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to the date hereof.

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Although the Company believes that this Memorandum contains a full summary of the material terms of all
documents purported to be summarized herein, reference is hereby made to the actual documents for
complete information concerning the rights and obligations of the parties thereto. Copies of such documents
are available upon request from the Company and all such summaries are qualified in their entirety by
reference thereto. Officers of the Company are available to each prospective investor and any representative
thereof to answer questions concerning the terms and conditions of the Offering contemplated hereby and to
furnish any additional information, to the extent that they possess or can acquire such additional information
without unreasonable effort or expense, necessary to verify the accuracy of the information set forth herein.

Prospective investors are not to construe the contents of this Memorandum as legal, tax or investment advice.
Each prospective investor should consult with his or her own attorney, accountant or business advisor as to
the legal, tax and related matters concerning an investment in the Units and its suitability for such prospective
investor.

This Memorandum has been prepared solely for the purpose of the proposed private placement of the Units.
Distribution of this Memorandum to any person other than such prospective investor and those persons, if
any, retained to advise such purchaser with respect thereto is unauthorized, and any divulgence of any of its
contents, without the prior written consent of the Company, is prohibited.

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FORWARD LOOKING STATEMENTS

Some of the statements in this Memorandum constitute forward-looking statements. These statements relate
to future events or the Company’s future financial performance. In some cases, you can identify forward-
looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and
other comparable terminology. These statements involve known and unknown risks, uncertainties and other
factors that may cause Triad’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. Although Triad believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results, levels of activity, performance or
achievements.

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TERMS OF THE OFFERING

The Offering
The Company is hereby offering up to 5,200,000 Units of Series B Preferred LLC Units (the “Units”). All of the
Units are being sold by the Company at $1.00 per unit. Investors must subscribe for a minimum purchase of
$100,000, although Triad reserves the right to accept a subscription for less than the minimum purchase
amount, in its sole discretion. The Offering will not close, and the Units will not be sold, unless (1) checks or
other immediately available funds in the minimum aggregate amount of $100,000 have been delivered by the
investors and (2) all conditions of the Closing have been satisfied. The Offering is made only to investors who
satisfy the suitability standards described below (including qualification as an “accredited” investor under
Securities and Exchange Commission rules).

Financial Suitability
Purchase of the Units is suitable only for investors of adequate financial means who have no need for liquidity
with respect to this investment. The Units will be sold only to investors who: (1) are “accredited investors,”
as defined in Securities and Exchange Commission Rule 501; (2) represent that they are acquiring the Units
for their own account, for investment only, and not with a view toward the resale or distribution thereof;
(3) represent that they are aware that their transfer rights are restricted by applicable federal and state
securities laws and by the absence of a market for the Units; and (4) have, in the opinion of the Company,
such knowledge and experience in business and financial matters that, together with their advisors, if any,
they are capable of evaluating the merits and risks of this investment. Investors will be required to meet the
additional suitability conditions, if any, imposed by the jurisdictions in which the Units are sold.

Purchaser Representative
Any person intending to act as a purchaser representative (as that term is defined in Securities and Exchange
Commission Rule 501) of a potential investor in the Units for the purpose of evaluating the merits and risks of
the prospective investment offered hereby is required to: (1) promptly advise the Company of such
representation; (2) receive a written acknowledgment from the investor that such person is the investor’s
purchaser representative in connection with evaluating the merits and risks of the prospective investment in
the Units (and to forward copies thereof to the Company); and (3) provide the investor with written
disclosure, dated prior to the written acknowledgment described above, of all material relationships between
the purchaser representative and its affiliates (as defined in Securities and Exchange Commission Rule 501),
and the Company and its affiliates that presently exist, or are mutually contemplated, or that have existed at
any time within the past two years, together with any compensation received or to be received as the result of
such relationships (and to forward copies thereof to the Company). The Company will be required to deliver
to the investor a similar written disclosure statement.

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How to Subscribe
To subscribe for the Units offered hereby, each prospective investor will be required to follow the procedures
outlined below:

1. Investor Qualification Questionnaire. In order to permit the Company to comply with
applicable state and federal securities laws, prospective investors must, immediately upon
receipt of this Memorandum, complete and sign the Investor Qualification Questionnaire
accompanying this Memorandum and return it to the Company.

2. Subscription Agreements. In order to subscribe for the Units, each prospective investor who
meets the suitability standards will be required to complete, execute and deliver the
Subscription Agreement accompanying this Memorandum and W-9 Request for Taxpayer
Identificaiton Number, together with a check in the amount of the total purchase price of the
Units subscribed for, made payable to “Triad Resorts, LLC”, the Subscription Agreement and
the check shall be delivered to Triad Resorts, LLC, 22525 SE 64th Place, Suite 251, Issaquah,
WA 98027.

Plan of Distribution
The Units will be distributed directly by the Company upon full execution of the Subscription Agreement.

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SUMMARY OF PROPOSED TERMS

Title of Securities: Series B Preferred LLC Units (the “Units”)

Securities Offered: Up to 5,200,000 Series B Preferred LLC Units of the Company,
representing, if fully subscribed, approximately 25% of the equity
interest in the Company on a fully-diluted basis.

Offering Price: $1.00 per unit (the “Offering Price”).

Maximum Offering: $5,200,000

Minimum Offering: $100,000

Liquidation Preference: In the event of any liquidation, dissolution or winding up of the
Company, the holders of the Units will be entitled to receive in
preference to the holders of Common units and Series A Preferred
units. A sale, conveyance or other disposition of all or
substantially all of the property or business of the Company, or a
merger or consolidation with or into any other corporation
(collectively, an “Acquisition” of the Company), other than (i) a
consolidation with a wholly-owned subsidiary of the Company;
(ii) a merger effected exclusively to change the domicile of the
Company, or (iii) an equity financing in which the Company is the
surviving corporation, will be deemed to be a liquidation for
purposes of the liquidation preference.

Antidilution Provisions: Unit ownership is non-dilutive unless otherwise agreed to by a
majority in interest of the members.

Voting Rights: The holder of the Units will be entitled to voting rights.

Form of Offering: The Units will be offered and sold only to accredited investors (as
defined in Rule 501 under the Securities Act of 1933, as
amended).

Availability of Company Representative
Patrick Howard, Managing Member of Triad Resorts, is available for the purposes of answering questions
concerning the terms and conditions of this Offering and to provide any reasonably available information
necessary to verify the accuracy of the information provided in the Offering materials. Mr. Howard may be
contacted at 425.557.5980. His address is 22525 SE 64th Place, Suite 251, Issaquah, Washington 98027.

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RISK FACTORS

The purchase of the Units involves a number of significant risks. In addition to general investment risks
enumerated elsewhere in this Memorandum, prospective investors should carefully consider the following
risks. The following is not intended, and should not be relied upon, as an exhaustive list of all risks involved in
an investment in the Company.

The Forecasted Financial Statements Contained in This Memorandum Are Based upon Assumptions
and May Prove Inaccurate
The forecast financial statements prepared by the Company are included in the Strategic Business Plan, which
is part of this Memorandum. Although the Company believes the assumptions upon which such forecasts are
based are reasonable, there can be no assurance that such forecasts will ultimately prove to be correct or
attainable. If any or all such assumptions prove to be incorrect, actual revenues may be substantially lower
than those forecasted, or they may be realized later than forecast. In addition, operating expenses and the
cost of acquiring fixed assets may be substantially higher than the amounts assumed by the forecasted
financial statements.

Triad May Fail to Meet Some or All of Its Objectives if It Is Not Able to Sell All Units in This Offering
If this Offering is not fully subscribed, it will increase the risk that the Company will be unable to achieve some
or all of its business goals as set forth in the Memorandum, including in the “Use of Proceeds” section. In that
event, Triad will need to consider raising additional capital earlier than it would otherwise, thereby increasing
risks to the business, and risks that the financing will not be available at all, or available on unfavorable terms.

The Offering Price of The Units Was Based on Many Factors Not Related to Asset Value, Book Value
or Results of Past Operations
The offering price of the Units was determined by the Company based on a variety of factors and may not
bear any direct relationship to the assets, results of operations, or book value of the Company, or to any other
historically-based criteria of value. In determining such price, consideration was given to, among other
things, the Company’s prospects and earnings potential, its management and the risks associated with an
investment in the Units. Additionally, consideration was given to the general status of the economy, the
history and prospects of the secure communications software industry, along with other relevant factors.

Because There Is No Public Market for The Units, An Investor Should Be Prepared to Bear The
Economic Risks of The Investment for An Indefinite Period of Time
The Units are not registered under the Securities Act of 1933, as amended, or any state securities laws, and
may not be resold unless such sales are subsequently registered thereunder or an exemption from such
registration is available. Although the Company may, in the future, offer its securities to the public, it is not
currently anticipated that any public market for the Units will develop. Consequently, shareholders may not
be able to liquidate their investments for an indefinite period of time. In addition, an investor should be able
to withstand a total loss of its investment.

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The Loss of The Services of Key Principals Could Adversely Affect The Company’s Prospects
To a significant degree the Company’s success will depend on its ability to retain the services of its key
Principals. While the Company has begun to develop a comprehensive succession plan that will include the
addition of key personnel and the Company securing “key person” insurance, the loss of Triad’s Principals for
any reason may have an adverse material impact on the Company’s long-term business, results, and
prospects.

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PRE AND POST OFFERING CAPITALIZATION

The table below identifies voting unit holder categories of the Company, the number of units owned by each
such unit holder category, and the corresponding percentage ownership of such unit holder category (A) prior
to the Offering, and (B) after the Offering.

Pre-Offering Ownership
Ownership Percentage
Number of
Name Units Percentage After Offering

Existing Unit Holders

Founders 18,000,000 85.88% 60.88%

Series A Preferred LLC 2,959,000 14.12% 14.12%

Subtotal 20,959,000 100.00% 75.00%

Series B Preferred LLC

Offering 5,200,000 25.00%

Total 100.00% 100.00%

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USE OF PROCEEDS

Assuming the Maximum Amount is raised, the Company intends to use the funds for the following activities
and purposes: (1) Development, engineering, and design; (2) Real estate considerations; (3) Commissioning
of market studies for lenders; and (4) Working capital. A per dollar breakdown is set forth in the table below.

Design, Development, Engineering and Licensing $1,550,000
Real Estate Considerations $2,800,000
Market Studies for Lenders $100,000
Working Capital $300,000
Preferred A Dividend $450,000

Total $5,200,000

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STRATEGIC BUSINESS PLAN

January 1, 2009

Triad Resorts, LLC
22525 SE 64th Place, Suite 251
tel 425.557.5980 fax 425.557.5981
www.TriadResorts.com

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IMPORTANT INFORMATION

This Strategic Business Plan is provided for purposes of information and evaluation only. It does not
constitute an offer to sell, or a solicitation of offers to buy, securities or any other interest in the Company.
Any such offering will be made only by appropriate documents and in accordance with applicable State and
Federal laws.

The information contained in this document is absolutely confidential and is intended only for persons to whom
it is transmitted by the Company. Any reproduction of this document, in whole or in part, or the divulgence of
any of its contents, without the prior written consent of the Company, is expressly prohibited.

The Company believes the information set forth herein to be reliable. It must be recognized, however, that
predictions and forecasts regarding the Company’s future performance are necessarily subject to a high
degree of uncertainty. Therefore, no warranty of such forecasts is expressed or implied.

If you desire additional information regarding Triad Resorts, LLC, please contact:

Patrick J. Howard
Managing Member
phoward@triadresorts.com

Triad Resorts, LLC
22525 SE 64th Place, Suite 251
tel 425.557.5980 fax 425.557.5981

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EXECUTIVE SUMMARY

The Company
Triad Resorts, LLC, a Nevada limited liability company (“Triad” or the “Company”), was formed in 2005 for the
purpose of developing major entertainment and hospitality centers in destination resort cities throughout the
Western U.S. and select international markets. The Company’s mission is to bring sustainable economic
stimulus to destination communities through socially responsible and eco-friendly themed resort
developments. The Company’s initial Project, the Spanish Bit Resort & Casino, is currently under development
in Jackpot, Nevada (the “Project”), with additional projects under review by the Company that will further its
mission and business goals.

Management Team
Triad is managed by its two (2) Managing Members, Hari Ghadia and Patrick Howard, along with a stable of
highly experienced professionals who have the skills to provide a direct and meaningful impact to the required
stages of development and operations for the Company. Their combined experience includes Wall Street,
economic development, project finance, hotel management, technology, and operations, to civil engineering
and construction.

Spanish Bit Resort & Casino
Currently under development in the Nevada border town of Jackpot, situated on the Idaho/Nevada border, the
Spanish Bit Resort & Casino (the “Spanish Bit”) will feature 600 rooms in a triad of four or more story
buildings, a full-scale casino, a full service spa, retail shopping, restaurants, an indoor events center (hosting
roping, rodeo, equestrian events, trade shows, poker tournaments, concerts, etc.), an indoor waterpark, and
an outfitters station to coordinate outdoor recreational activities, among other features. The Spanish Bit will
be a state of the art development built on green and sustainable practices, utilizing solar, wind, and other
energy efficiencies.

Triad currently owns 113 acres of land in Jackpot, Nevada. This land has been zoned, with entitlements in
place, for the development of what will be the flagship family destination property for Jackpot, Elko County,
and the entire region, servicing Southern Idaho, Northeastern Nevada, and Northwestern Utah. The Company
has received its grading permits and plans to begin grading by spring 2009.

Triad will lead its construction with the resort rooms and casino to generate operating cash flow within 12
months of construction start and will immediately follow with the completion of the indoor events center and
then waterpark amenities. While Management believes the project feasibility studies will support the full
construction of the planned project, in the event lenders opt for phasing the build-out, the Company will
expect to phase the project as follows:

Phase I – 200 hotel rooms and atrium, casino, 100 employee apartments, spa, outdoor events
•
center, and all infrastructure. [Expected Cost = $80MM]
Phase II – 400 hotel rooms, casino, indoor events center, and indoor waterpark. [Expected
•
Cost = $70MM]

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Triad has also gained site control of two parcels of land comprising 81 acres in Jackpot that will be used for
employee housing (30 acres) and for future commercial retail development (51 acres). The Company has also
gained control over a local gravel pit for construction needs and has secured 33 acres in Montpelier, ID for a
modular building production plant that will be utilized for the hotel and employee housing components of the
project, as well as for a potential eco-friendly lodging line consideration, to be branded EcoStay, currently
under review.

The Market
The Town of Jackpot has been an active gaming destination since the mid-1950’s and continues to be the
leading gaming center for Southern Idaho with over an average daily traffic count exceeding 4,600 travelers
passing through town on U.S. Highway 93, which runs from Canada to Mexico and is the main connector
between U.S. Interstates 80 and 84. Jackpot is governed by Elko County and is home to 5 gaming properties,
including the $1.0 billion public company Ameristar Casinos (NASDAQ: ASCA), whose properties date back to
Jackpot’s beginning in 1954. Operating in a virtual monopoly in Jackpot, Ameristar is currently capturing 25%
of the total Elko County gaming win revenues solely from its operations in Jackpot. Jackpot has a total of 6
lodging facilities with approximately 770 rooms that service a geographic base of over 3.5 million people
within a 4 hour driving radius (excluding daily traffic), making for a larger market demographic than the entire
Colorado gaming market, in comparison. Jackpot has adequate water and sewer capacity to build out its
infrastructure and services, so as to capture its full potential such as other successful Nevada border towns
like West Wendover, Laughlin, and Mesquite.

Return on Investment & Timing of Return
Management expects investors to realize a return nearly five (5) times their initial investment over a five (5)
year period from project operations (with no sale) and over ten (10) times their initial investment if the
Project is sold at the end of five (5) years; the cumulative average annual returns on investment are projected
at near 70% and 195% respectively, over the same period. It is possible that the Company will accelerate
this schedule by accepting an offer to purchase the resort either during construction or upon completion. This
is a reasonable assumption given the fact that the Company has already received inquiries from interested
parties for a purchase as noted above, which also substantiates the current entitled value. Furthermore, the
projected returns are related to the Spanish Bit alone and do not include associated projects in and around the
Spanish Bit and Jackpot, NV, including but not limited to the EcoStay franchise of environmentally friendly
lodging facilities, various economic development opportunities including affordable and workforce housing, and
Triad’s planned modular building plant in Montpellier, Idaho.

The Opportunity
Triad Resorts, LLC is seeking to raise $5.2MM in Series B Preferred LLC units of the Company (the “Units”) to
further advance its $150MM destination resort development project in Jackpot, Nevada – the Spanish Bit
Resort & Casino – and to accelerate its other plans as deemed prudent by Triad’s Management. This is a
unique opportunity to participate in the investment benefits of becoming the dominant player in an already
proven Elko County market where gaming win revenues currently exceed $300 million annually, with growth
exceeding 11% annually, and where there is a proven need for a new destination resort in the town of Jackpot
to serve the rapid regional growth that now boasts in excess of 3.5 million people. Management will pursue
and execute the growth and exit strategies most advantageous to the Company and its Members. Triad is
well positioned for success and to achieve the greatest possible return on investment for its investors.

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TRIAD RESORTS

The Company: Triad Resorts, LLC, a Nevada limited liability company (“Triad” or the “Company”)
was formed in 2005 to develop responsibly themed, family oriented recreational
resorts and affordable lodging centers in destination markets throughout the
Western U.S. and in select international locations that feature amenities with
indoor facilities for year round activity. The Company’s mission is to bring
sustainable economic stimulus to communities through socially responsible
developments that are predicated on eco-conscience and green building practices.
The Company’s initial Project, defined below under the section “Spanish Bit Resort
& Casino”, is planned for Jackpot, in Elko County, Nevada (the “Project”), with
additional projects under review by the Company that will further add to its core
mission and values.

Vision: Triad’s vision of developing themed resorts in remote destination locations such as
Jackpot is predicated upon building sustainable economic stimulus within
communities through development and tourism, thereby providing new jobs and
opportunities previously unavailable. Triad’s vision is carefully calculated and
focused on bringing together and integrating entertainment components that are
suitable to targeted locations as well as being unavailable elsewhere. Triad's Built
Green program signifies the Company's absolute commitment to economic and
community development, sustainability, and building green that is established
based on Leadership in Energy and Environmental Design (LEED) certification
guidelines (see Appendix F – Leadership in Energy and Environmental Design) on
all projects; LEED is a program established by the US Green Building Council
(USGBC). In connection with this commitment, the Company works with
destination communities to promote clean and renewable energy, be it via wind,
solar, geothermal, or whatever other resources available.

Management: Triad is managed by its two (2) Managing Members, Hari Ghadia as CEO, and
Patrick Howard as President/COO, along with a stable of highly experienced
professionals who have the skills to provide a direct and meaningful impact to the
required stages of development and operations for the Company (see Appendix A
– Management). Mr. Ghadia and Mr. Howard have diversified and complementary
backgrounds. Mr. Ghadia has extensive experience in hospitality and technology
and has held numerous CXO level within numerous public and private
organizations. Mr. Howard is a Wall Street veteran whose vast experience and
expertise include both economic development and energy project finance. Geneva
Mingee, whose background includes previous employment with Ameristar Casinos,
handles community relations for the Company and is based in Jackpot, NV.

Financing: To date, the Company has raised $1.635MM from issuance of its Series A Preferred
LLC units, representing 14.12% of the outstanding units of the Company, for start-
up, pre-development, and syndication of the Company. The Company is now
currently in development of its initial project and flagship, the Spanish Bit Resort &
Casino, and other projects directly or indirectly related to the Spanish Bit.

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THE SPANISH BIT RESORT & CASINO

The Project: The Spanish Bit Resort & Casino (“Spanish Bit” or the “Project”) is expected to
cost approximately $150MM. The Project, located on 113 acres of land in Jackpot,
Nevada, will consist of the following:

600 room resort hotel (including potential for sales of 100 quarter-share
•
ownership fractional vacation home units).
90,000 square feet (sf) casino building.
•
30,000 sf for restaurants, retail, luxury spa, wedding chapel, and outfitters
•
station.
120,000 sf indoor events center facility that will entertainment, roping, rodeos,
•
concerts, poker tournaments, tradeshows, and other events.
40,000 sf indoor waterpark and arcade.
•
Off-sites, energy sources, transportation, and housing.
•

The Company’s property is located within the unincorporated City limits of Jackpot,
Elko County, Nevada, a highly popular resort and gaming town located in
Northeastern Nevada along the Nevada-Idaho border. This state-of-the-art
Project is expected to be the largest such facility in the High Desert Area of
Northern Nevada and Southern Idaho; an area with a growing regional population
base that is currently in excess of 3.5 million people and with a growing base
exceeding $300MM in gaming win revenues, leading the state in gaming growth,
as reported by the Nevada Gaming Control Board in 2007.

The Company purchased 113 acres in August 2005 after receiving the necessary
zoning changes, commenced preliminary site work for soils tests in the fall of
2006, and received its grading permits in the fall of 2007. Currently the Company
is on schedule to commence grading in the spring of 2009, with full-scale
construction to also begin in 2009. Management expects commencement of
operations in 2010, with full project completion by 2011. Design site plans are
completed for the Project and incorporate a myriad of sustainable building
processes, and the use of renewable energy sources, including geothermal, solar,
and wind power.

The Company has demonstrated its commitment to the overall economic
development of Jackpot by supporting a revised Town Master Plan that addresses
zoning and future growth for the community, a commitment to build “green” and
to provide energy efficiencies through wind energy that will benefit the entire
community. The Company has also advanced on providing for such growth by
optioning additional land for building workforce housing (30 acres) and for
commercial development (51 acres) that is vital for community sustainability on all
levels.

To further support Jackpot’s future, the Company has created a local advocacy
group, the Friends of Jackpot (www.friendsofjackpot.org), in order to facilitate this
process and provide a structure for bringing public-private partnerships to Jackpot
that will have the community’s best interests at heart. Among other initiatives,

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this includes pursuing incorporation of Jackpot as an independent City as currently
Jackpot is governed by Elko County. The initial response to these initiatives and
the Friends of Jackpot have been and continue to be extremely positive.

Project Components: The resort hotel, will include up to 600 rooms in a triad of four or more story
buildings. The total all-in cost for the resort hotel is estimated at $51MM based on
approximately 290,000 total square feet at $176 per square foot cost, including
finishing. The hotel rooms will meet the standards of a high quality resort
targeting the “middle market” of vacationers in the region. While the Company
has received zoning approval to permit a condo-hotel, it will initially lead with full
construction as only a hotel to generate cash flow and traffic to the project. Once
the hotel and casino are complete and operating, the Company may opt to offer
the sale of 100 two-bedroom lock-out rooms as quarter ownership fractional
vacation home units.

The casino will be operated by an experienced management group (as selected by
the Company) for application of a Nevada Class A Operators License for the
Project. This operator must be in good standing and approved by the Nevada
Gaming Authorities. The Company may opt to sell the casino to the operator in
order to comply with Nevada Gaming Authority concerning ownership licensing
laws. The casino is expected to be equipped with poker and other table games,
1,400 slot machines, a sports book, and more. Poker rooms, membership status
and other amenities will also be featured. The total all-in cost for the casino is
estimated at $20.3MM based on 90,000 total square feet at $226 per square foot
shell cost. The Company expects the casino management group to design and
equip the casino to their specifications at an additional cost. Initial discussions
have already occurred with public gaming companies Monarch Casinos, Inc.
(NASDAQ: MCRI) and Nevada Gold and Casinos (AMEX: UWN), among others, who
have expressed an interest in the Company and Project. Upon selection of the
Company’s gaming partner, licensing efforts will commence. Management expects
this process to take approximately ten (10) months to complete.

Supplementing the casino will be restaurants, entertainment venues, a full
spa, and select retail outlets, which will include four (4) restaurants and bars,
various retail and gift ships, full-service luxury spa, wedding chapel, and
outriggers stations which will coordinate all guest related outdoors activities. The
total all-in cost for the indoor restaurant, retail, and spa is estimated at $6.6MM
based on 30,000 total square feet at $220 per square foot cost, including finishing.
While the spa and wedding chapel will be physically separated from the hotel and
casino, the remainder will be located with the atrium hotel entry and casino.

The indoor events center will feature a fabric membrane facility design and seat
up to a total of 5,000 spectators, with a state-of-the-art design that mobilizes
spectators based on the respective event, for optimum viewing and maximum use
configurations. The events center will host major events such as rodeo, roping,
motocross, concerts, trade shows, poker tournaments, and more. For horse and
stock events a practice arena and sufficient storage capacity, including 200+
stalls, will exist for visitors and contestants to border their horses, equipment and
trailers. A concessions area and restrooms will be located within the events
center. Events will be arranged and promoted by professionals, and will seek to
target families and amateur rodeo athletes, including collegiate, who are active in

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the competitive circuits. The indoor events center will feature state-of-the-art
video and broadcasting technologies that will provide the ability to sell event
content through various media channels. While Management believes this
potential broadcasting and content to eventually become a significant revenue
generator for the Project, it is not currently included in the proformas. However,
upon completion of the project feasibility studies, the indoor event center
broadcasting and content profit center will be fully defined and included in the pro
formas. The total all-in cost for the entire events center facilities is estimated at
$17.3MM based on 120,000 total square feet at $144 per square foot cost,
including finishing.

The indoor waterpark is being designed as a lightweight concrete dome building,
with features based upon successful indoor waterparks in Wisconsin and Ohio.
Indoor waterparks have nearly doubled hotel occupancy rates in these selected
markets and have established them as year-round destination resorts. The indoor
waterpark is being designed to include 10 waterslides, four pools, a water-based
fun center for younger children, an interactive obstacle course with over 70 guest
activated water-effects, all maintained at a comfortable temperatures heated by
solar and/or geothermal resources, plus an arcade featuring the latest in gaming
technologies. Average daily occupancy is expected at 245 persons. The total all-
in cost for the indoor waterpark is estimated at $15MM based on 40,000 total
square feet at $375 per square foot cost, including finishing.

The off-sites, energy sources, transportation, housing and other shared cost
components to the Project’s development aggregate to approximately $39.8MM.

As mentioned above, the Company is pursuing additional real estate acquisitions in
Jackpot to use for construction worker and employee housing (300 multi-family
apartment units), employee daycare services, and for commercial retail
development. Finally, the Company is working with its local advocacy group, The
Friends of Jackpot, to address infrastructure, housing, and energy issues for the
entire town and to secure its future growth.

Property Description: Triad currently owns 113 acres of land in Jackpot, Nevada. This land has been
zoned, with entitlements in place for the development of what will be the flagship
family destination property for Jackpot, Elko County, and the region. The
Company has received its grading permits and plans to begin grading by late fall
2008. The Company will phase construction, leading with the resort rooms and
casino to generate operating cash flow within twelve (12) months of commencing
construction of the facilities and will immediately follow with the completion of the
indoor events center and waterpark amenities. If the Company chooses to sell the
100 allotted rooms as quarter-share ownership vacation units, management
expects purchasers to place their units in a hospitality rental pool to be managed
by the Company. Triad has also gained site control of two parcels of land
comprising 81 acres in Jackpot that will be used for employee housing (30 acres)
and for the planned future commercial retail development (51 acres), and an
additional 33 acres of land in Southeastern Idaho for a modular building plant.

The 113 acres of land was purchased as agricultural land on August 31, 2005 and
re-zoned by Elko County to C-2 Commercial on September 29, 2005, allowing for
the full build-out of the Spanish Bit, as currently designed. The Company has

- 20 -

since secured all required entitlements and has further received an upgrade to its
zoning on July 18, 2008 to C-3 Commercial, allowing for increased heights for its
building design and an increase to the overall value of the land. Furthermore, the
Elko County Commissioners recently ratified a revision of the Town Master Plan for
Jackpot that aligns itself with the Company’s plans for Jackpot.

The property was most recently appraised as C-2 Commercial by Snyder
Valuations MAI back in November 2007 with an as-is value of $2.83MM and with
utilities to site, at $7.33MM. The additional 81 acres in Jackpot were appraised for
a combined as-is value of $2.2MM. The completed value of the Spanish Bit is
estimated at over $300MM (based on a multiple of 8 times EBITDA), with an
expected all-in cost to build of approximately $150MM. The Company has
received a letter of interest from a private party to purchase the completed project
at value that substantiates the estimated completed value. The Company has yet
to commit to this proposal as it continues to weigh all of its options.

Project Status: The Company has completed soils tests, environmental, transportation and
endangered species reports, all of which resulted in favorable findings for the
Project. In addition, the Company has rezoned the site to C-3 Commercial from
its previous C-2 Commercial in order to increase heights on the indoor events
center and waterpark buildings; C-2 zoning limits heights to four (4) stories or 85
feet. As for off-sites, the Company’s engineers have filed a request for sewer and
water services with the County, and the County has previously issued a Will-Serve
Letter plus a draft Developer’s Agreement letter to the Company; these are
currently being negotiated for final resolution. The Company has already received
its grading permit from the County.

The Company is pushing forward with its designs as well as with its Developer’s
Agreement with the County. The Company is also proceeding towards the selection
of its operating partners, gaming licenses, and construction financing. Grading is
planned to commence by end of Spring 2009 to officially launch Triad’s
construction of the Spanish Bit.

Project Financing: The Company is seeking financing for the Project as follows:

Development Financing – The Company is seeking $5.2MM through this Offering to
further ready the Project for construction financing and/or sale. In connection
with this equity raise, the Company will seek to obtain additional debt funding for
the retirement of a small existing bank loan against the Company’s property and
to close on the acquisition of the additional land currently held in escrow.

Construction Financing - The Company anticipates the entire Project will cost
approximately $150MM to construct and ready for operations. The Company plans
to complete an equity offering via a Private Placement Memorandum (the “PPM”)
of Spanish Bit Resorts, LLC, a Nevada limited liability company and wholly owned
subsidiary of Triad Resorts, LLC. The Company anticipates to raise between
$60MM and $80MM through the PPM based on an estimated total Project cost of
$150MM; Triad has already received a bona fide interest from third party private
investment groups. It is expected that the Project appraisals will demonstrate a
completed valuation for the Project in excess of $300MM in year 3, in comparison

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to $150MM in total build-out costs. Construction funds are also expected to
provide future liquidity for the Company’s initial Members.

Expected Full Project Build-out Cost (in millions)
Resort Hotel $51.0
Casino $20.3
Restaurant, Entertainment, Spa, and Retail $6.6
Indoor Event Center $17.3
Indoor Water Park $15.0
Off-Sites, Housing, Energy, Etc. $39.8

Total $150.0

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THE OPPORTUNITY

Jackpot, Nevada: Jackpot, Nevada (elevation 5,213 feet) is a quaint resort community located less
than 1 mile from the Idaho border, in the high-desert area of Northeast Nevada
approximately 45 miles south of Twin Falls, Idaho on U.S. Highway 93. It is
conveniently located on a main corridor that connects U.S. Interstate 80 and U.S.
Interstate 84, and is within 250 driving miles of the major growth markets of Boise
and Salt Lake City (see Appendix B – Area Maps). Within a four (4) hour driving
distance, there are over 3.5 million people. Since its founding, Jackpot has a been
popular casino gaming destination for residents of Idaho and other neighboring
States.

Jackpot has a long and distinguished history in gaming and hospitality. After
Idaho outlawed all forms of casino gaming in 1954, quot;Cactus Petequot; Piersanti and
Don French moved their slot machine operations from Idaho to the Jackpot
townsite. Piersanti's and French's gaming establishments were named Cactus
Pete's and the Horseshu Club respectively. Cactus Pete's management took over
the Horseshu in 1964 to form what would eventually become today’s $1.05B
publicly traded Ameristar Casinos, Inc. (NASDAQ: ASCA). The Ameristar-owned
Cactus Pete's and Horseshu, as well as the independent Barton's Club 93 and the
Four Jacks Casino, form the basis of the town's economy to this day.

Jackpot has a permanent population of approximately 1,200, primarily servicing
five casinos (approximately 1,600 slot machines and 50 table games) and six
hotels (approximately 750 rooms); existing town infrastructure was designed for a
population of 4,000 and Management anticipates the addition of 700 new jobs with
the Project. The town features an abundance of outdoor recreational
opportunities, including a municipal golf course, hunting, finishing, hiking, and
horse back riding, to name a few. Jackpot is viewed as one of the last high-desert
wilderness areas in the world with an untamed oasis of cattle and sheep country,
fresh crystal clean air, vast unfenced ranges, pristine mountaintops and bountiful
wildlife making it a perfect destination for the Spanish Bit Resort & Casino.

The town has its own schools, golf course and post office. Due to its economic ties
with Southern Idaho, particularly the Magic Valley region, Jackpot observes
Mountain Time, (one of five locations), although it is officially, like the rest of
Nevada other than West Wendover, in the Pacific Time Zone.

The Market: The existing Jackpot establishments promote that they serve customers from
Idaho, Oregon, Washington, Montana, Utah, Nevada, Northern California, and
Southwestern Canadian provinces; this is confirmed in the financial audits of
Ameristar Casinos, Inc., owner of local casino properties, Cactus Pete’s Resort
Casino and Horseshu Casino.

There has been no new resort development in Jackpot for over twenty years. The
region’s market area, including Southern Idaho, has experienced significant
growth to a population of over 3.5 million, in the same period, with virtually no
new investment by the competition. The results for the five (5) casinos and six

- 23 -

(6) six hotels in Jackpot, including the flagship Cactus Pete’s Resort Casino, have
shown consistent growth and profits throughout the years. Ameristar Casinos
alone has disclosed through public filings that it is generating net gaming revenues
in excess of $75MM, EBITDA of $20MM on 14.5% revenue growth and 25%
Earnings Before Tax Depreciation Amortization (EBITDA) margin. Net profits from
its current Jackpot operations were reported in excess of $15MM for 2007. This
has been accomplished with little or no marketing and with no recognizable
physical improvements to its properties. In essence, Ameristar Casinos maintains
a virtual monopoly or oligopoly position in Jackpot.

The gaming win revenues for Jackpot are in excess of $100MM, as reported by the
Nevada Gaming Commission, with much room for growing the market beyond this
current performance. This is confirmed by seeing how the border town of West
Wendover, on the Utah/Nevada border, also in Elko County, continues to expand
its market base, as evidenced by Peppermill Casinos’ recent announced plans to
build a $400MM “mini-Bellagio” resort casino. In addition, tribal casino operations
in Idaho, Nevada and Utah have not had a material impact on the Jackpot gaming
market as they are limited in their activity or precluded from gaming altogether;
for instance, Idaho legislation limits tribal gaming activity to Video Lottery
Terminals (VLTs) only, with the nearest property in Ft. Hall, ID, approximately 85
miles away and whose operation is lackluster at best. The Company expects to
take significant market share away from those existing operations in Jackpot, as
well as bring new business and new growth to the market, as it is the principal
gaming and tourism area in the region.

Jackpot Market – Gaming Properties
Name Cactus Petes Horseshoe Barton's 93 Four Jacks West Star Total Spanish Bit
City Jackpot Jackpot Jackpot Jackpot Jackpot Jackpot Jackpot
State NV NV NV NV NV NV NV
Year Built 1956 1954 - - - 2006 2008
Guest Rooms 301 118 104 60 76 659 600
ADRs (Room Rate) $125.00 $85.00 $95.00 $85.00 $65.00 $102.54 $125.00
Ownership Units No No No No No No Yes
RV Park Yes (90 spaces) No No No No No*
Casino Floor (sf) 26,000 3,377 9,550 2,500 1,500 42,927 50,000
Gaming Stations 1,074 155 569 75 42 1,915 1,500
Slot Machines 900 119 491 75 42 1,627 1,200
Table Games 29 6 13 0 0 48 50
Poker Room Yes No Yes No No Yes
Dining Facilities 5 1 1 1 0 8 5
Bar/Lounge Facilities 3 1 1 1 1 7 3
Spa Facilities No No No No No Yes
Retail/Shopping Facilities Yes No No No No Yes
Meeting Facilities Yes No No No No Yes
Entertainment Yes No No No No Yes
Entertainment Facility Outdoor No No No No Indoor
Hotel Swimming Pool Outdoor No No No No Outdoor
Indoor Waterpark Facility No No No No No Yes
Outfitter Facility No No No No No Yes
* Phase II commercial and retail plans include RV facilities.

- 24 -

Market Comparables: The Company has studied the region for opportunity and competition and feels
strongly that Jackpot is on the verge of recapturing its place as the region’s
leading destination location with gaming as the main attraction (like Sun Valley,
Idaho or Park City, Utah for Skiing). The region’s population in excess of 3.5
million makes it stronger than the Denver, Colorado gaming market, which also
has gaming limits where Nevada does not. Jackpot is accessible by auto via U.S.
Highway 93 or via charter plane into Jackpot’s Hayden Field (062) with a 6,200
foot runway, which is equivalent to the runway in Jackson Hole, Wyoming, which
accommodates 757 airplane models.

The opportunity in Jackpot can be perhaps most easily understood when
comparing it to that of West Wendover, Nevada, which is located in Elko County
along Interstate 80 at the Nevada-Utah border, about 125 miles west of Salt Lake
City, Utah. The comparison to West Wendover, which has a rapidly growing
gaming market of over $200 million in annual gaming win revenues, confirms that
Jackpot is undervalued as a market relative to its primary market population base
in Southern Idaho; analogous to a stock market value play opportunity for a
publicly traded company. Management believes that the West Wendover market
demonstrates that there is ample demand for the Project and that there is an
opportunity for growth even beyond the addition to the market of the Spanish Bit
Resort & Casino.

Jackpot Gaming Market Comps

Jackpot West Wendover Elko
State NV NV NV
Year Built 2006 2006 2006
Guest Rooms 659 1,841 684
Casino Floor (sf) 42,927 202,726 28,670
Gaming Stations 1,915 5,084 1,093
Slot Machines 1,627 3,992 955
Table Games 48 182 23
Primary Market So. Idaho SLC, UT Elko, NV (I-80)
Primary Mkt Population (PMP)* 1,300,000 1,500,000 50,000
Stations / Guest Room 2.91 2.76 1.60
Slots / Guest Room 2.47 2.17 1.40
Tables / Guest Room 0.07 0.10 0.03
Slots / (PMP / 1000) 1.25 2.66 19.10
Rooms / (PMP / 1000) 0.51 1.23 13.68

* The PMP Captures only the closest market base, as opposed to the entire region market base.

- 25 -

Market Revenue Data

Gaming Win Revenues Ameristar West Wendover Other Elko County Total
Slots 68,193,333 147,542,000 31,182,667 246,918,000
Games & Tables 7,773,667 42,252,000 6,713,333 56,739,000
Total 75,967,000 189,794,000 37,896,000 303,657,000

% of County Total 25.02% 62.50% 12.48% 100.00%

Casino Revenues % of Total Revenues 84.52% 74.80% 60.10% 68.20%
Non-Casino Revenues % of Total Revenue 15.48% 25.20% 39.90% 31.80%

* Source: Nevada Gaming Control Board

Performance proformas for the Spanish Bit, detailed in the Financial Information
section of this Business Plan (see page 26), reflect gaming win revenues of
$65,152,500, which would increase the overall Elko County win by 21.46%,
assuming no reduction in other competitors totals. However, Management
believes that the Spanish Bit will both increase Elko County’s win revenues by
20% plus take a significant market share from the local competition that will
produce better performance than reflected in the proformas detailed herein.

Marketing: The Company’s Management has completed internal reviews of the market
opportunity associated with the Project, as previously described. The Company
expects to further complete engineering, design, marketing and legal structure for
the resort, and for securing the remaining equity and debt for the Project, or sale
of the Project, as described herein. The Company is prepared to further its
existing marketing program to 1) attract construction financing, and 2) to further
generate interest in the region and build a “buzz” prior to opening. A scaled model
replica of the Project master site plan was commissioned by the Company and
gives an excellent view of what the finished resort property will look like (see
Appendix D – Casino Model Design).

The Company has registered the following web site domains and is working on
launching new and revised content:

Company Considerations: Lodging Considerations:
www.TriadResorts.com/net www.EcoStayMotel.com/net/us
www.EcoStayHotel.com/net/us
Resort Considerations: www.EcoStaySuites.com/net/us
www.SpanishBitResort.com/net www.EcoStayLodging.com/net/us
www.SpanishBitResorts.com/net www.EcoSuitesMotel.com/net/us
www.TheSpanishBit.com/net www.EcoSuitesHotel.com/net/us
www.SpanishBitCasino.com/net www.EcoSuitesLodging.com/net/us

Community Advocacy Modular Plant
www.FriendsOfJackpot.org/com/info www.EcoBuiltModular.com

- 26 -

The Company has also entered into a lease contract for a billboard display sign
that currently sits along U.S. Highway 93 near Hollister, Idaho as illustrated below.

Trademark and Brands: The Company has applied for and is in the process of securing the following
consumer brands, in connection with its development roadmap:

Spanish Bit Resort & Casino
Jackpot Nevada Destination Resort Brand
Type of Mark: Service Mark
Serial: 77324708

EcoStay Motel
Clean and Green Motel Franchise
Type of Mark: Service Mark
Serial: 77414667

Friends of Jackpot
Community Advocacy Group

- 27 -

FINANCIAL INFORMATION

As demonstrated in the proforma below, Management expects investors to realize a return of over five (5)
times their initial investment over a 5 year period from project operations (with no sale) and over ten (10)
times their initial investment if the project is sold at the end of 5 years; the cumulative average annual
returns on investment are projected near 70% and 195% respectively, over the same period. It is possible
that the Company will accelerate this schedule by accepting an offer to purchase the resort either during
construction or upon completion, which is a reasonable assumption given that the Company has already
received such consideration. It is also important to note that the Forecasted Financials do NOT include any
ancillary business opportunities and ventures that will be pursued in and around the development of the
Project.

Spanish Bit Proforma
Year 1 Year 2 Year 3 Year 4 Year 5
INCOME
Resort Hotel $12,088,800 $18,767,862 $19,424,737 $20,104,603 $20,808,264
Casino, Restaurant, Retail, Spa $62,360,250 $73,430,358 $85,395,276 $92,898,504 $101,084,184
Events Center $7,320,000 $7,661,700 $8,426,660 $8,721,593 $9,026,848
Indoor Waterpark $4,375,438 $4,421,747 $4,940,116 $5,113,021 $5,291,976
Other Sources $5,110,000 $6,346,620 $6,568,752 $6,798,658 $7,036,611
TOTAL INCOME $91,254,488 $110,628,287 $124,755,541 $133,636,378 $143,247,883

OPERATING PROFIT
Resort Hotel $4,170,636 $10,186,627 $10,466,731 $10,753,199 $11,046,099
Casino, Restaurant, Retail, Spa $13,928,674 $21,371,602 $27,294,251 $31,426,494 $36,018,597
Events Center $2,708,400 $2,834,829 $3,117,864 $3,226,989 $3,339,934
Indoor Waterpark $1,400,140 $1,414,959 $1,580,837 $1,636,167 $1,693,432
Other Sources $1,544,000 $2,021,148 $2,091,888 $2,165,104 $2,240,883
TOTAL EBITDA $23,751,850 $37,829,166 $44,551,571 $49,207,953 $54,338,945
Interest, Taxes, Insurance, Amortization,
& Capital Reserve ($8,312,703) ($13,477,832) ($14,217,297) ($14,729,499) ($15,293,908)
TOTAL OPERATING PROFIT $15,439,146 $24,351,333 $30,334,274 $34,478,454 $39,045,037
Dilution Factor, 40% ($6,175,659) ($9,740,533) ($12,133,710) ($13,791,381) ($15,618,015)
PROFIT DISTRIBUTIONS, Fully Diluted $9,263,488 $14,610,800 $18,200,565 $20,687,072 $23,427,022

SERIES B INVESTOR DISTRIBUTIONS
NO SALE Scenario
$926,349 $1,461,080 $1,820,056 $2,068,707 $4,842,702
Series B, 10% of Diluted Project Profits
SALE Scenario
Series B, 10% of Diluted Project Profits $926,349 $1,461,080 $1,820,056 $2,068,707 $20,578,278

SERIES B INVESTOR RETURNS NO SALE SALE
Cumulative Avg. Annual ROI Fully Diluted 69.0% 194.8%
Internal Rate of Return, Fully Diluted 57.0% 81.4%
Return Multiple, Fully Diluted 4.5 10.7

1. This proforma table is a summary of a more comprehensive analysis (see Appendix G – Detailed Proforma).
2. Proforma includes the Spanish Bit financial information only and is not reflective of any other Triad Resorts’ developments or opportunities.
3. Proforma assumes $40MM Equity Raise and $60MM in debt in Year 0 and serviced at 9.5% over 10 years.
4. Investor Distributions and Returns assume $2.5MM investment, a 10% profit share and 40% dilution over a 5 year operating period.
5. A sale price in year 5 reflects a 15% capitalization rate of Year 5 EBITDA and repayment of entire project cost.

- 28 -

- 29 -

APPENDIX A – MANAGEMENT

Principals
Hari Ghadia - Managing Member, CEO
Mr. Ghadia was originally involved with Triad as an early stage investor and now currently serves as Chief
Executive Officer of the Company. Mr. Ghadia is a seasoned high-tech professional with expertise in real
estate development and management. Over his twenty (20) plus year professional career he has served
Fortune 500 and other reputed high-tech companies at various executive and CXO levels. Mr. Ghadia is a
Principal of Moteri management Co, a Seattle based company involved in Hotel / Motel development and
management. Mr. Ghadia is also involved in many other companies in various fields including information
technology, wind power, solar energy, telecommunications, real estate development, property management,
and hospitality. As Technology Strategy Officer at Adaptec (NASDAQ: ADPT), Mr. Ghadia led all business
strategy and M&A activities and made numerous successful deals on behalf of the Company. Prior to Adaptec,
Mr. Ghadia held Engineering VP and GM level positions at various companies and served on the Board of
Directors. Mr. Ghadia is a well-regarded executive with strong technical, finance, real estate and business
acumen. Mr. Ghadia is a serial entrepreneur with a solid reputation as a successful businessman. After
completing his Electrical Engineering training in India, Mr. Ghadia expanded his engineering reach in
the United States and has led a very successful career throughout.

Patrick Howard - Founder, Managing Member, President & COO
Mr. Howard is a Founder of the Company and serves as President and Chief Operating Officer. Mr. Howard is
an experienced financial professional with significant real estate and development finance experience. Mr.
Howard’s prior work experience includes: Standard & Poor’s Ratings Group, New York, NY; Cobalt Properties
LLC, Seattle, WA; Seattle-Northwest Securities Corporation, Seattle, WA; Capital Access, LLC, Seattle, WA, as
well as other consulting assignments for resorts and for a variety of early-stage companies located in the
Seattle, WA area. Mr. Howard also serves as a Director for Disaster Preparedness Systems, Inc. and Global
Building Systems, Inc. He is highly experienced in all phases of the financing and development process, and
has worked within the following sectors: public finance, affordable housing, asset-backed securitizations,
mortgage-backed securitizations, commercial real estate, resort projects, health care, higher education,
utilities, renewable energy and project finance. A graduate of the University of San Francisco, where he
served on the University Board of Governors as student body president, he also attended Washington
University in St. Louis where he lettered in football. Mr. Howard has his Series 7, 53, and 63 Securities
Licenses, and his Washington Real Estate Sales License. Mr. Howard has his private pilot’s license.

Geneva Mingee, Director of Community Affairs
Ms. Mingee is the Director of Community Affairs at Triad Resorts and is responsible for all Spanish Bit Resort
related community relations and communications. Ms. Mingee has an extensive background in customer and
guest services in the hospitality and related industries. Prior to joining the Company in 2006, Ms. Mingee held
numerous Management and Administrative positions at Ameristar Casinos' Cactus Pete's and Stations Casino.
Prior to that Ms. Mingee worked in customer service in the legal, telecom, and health care industries. Ms.
Mingee is the current Chairman of the Board of the Friends of Jackpot, a not-for-profit Jackpot, Nevada
advocacy organization, and volunteers at a number of other community service groups. Ms. Mingee currently
holds her Nevada Real Estate License.

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Advisors
Victor Woo –Resort Management
Mr. Woo is General Manager of KSL Resorts at their Rancho Las Palmas Resort & Spa property in Rancho
Mirage, California. Mr. Woo has also worked for KSL Resorts as Director of Sales and Marketing at the Hotel
del Coronado in San Diego, California and as interim General Manager at the Claremont in Oakland, California.
Mr. Woo has in depth expertise in all elements of the hospitality industry, including: sales, marketing,
mergers & acquisitions, finance, management, condo hotels, food & beverage, labor negotiations, union
issues, and more.

William (“Bill”) Watts – Lead Architect
Mr. Watts is the proprietor of Windward Design of San Diego, California. Mr. Watts will provide design and
architectural services for the project. Mr. Watts spent 13 years with Sea World Park, retiring as a Director in
1988 where he was the principal design architect for Sea World of Texas. He has been a lecturer for USDA for
training inspectors of marine parks, is the exclusive designer of Wet’n Wild Parks’ master plans since 1989,
and is the founding Board Member of Colorado’s Ocean Journey Aquarium. Windward Design is an
architectural corporation established for the express purpose of providing superior design services for aquatic
life attractions and theme parks, and has been actively involved in projects throughout the world.

Ramesh Rabadia – Hospitality
Mr. Rabadia is an investor in Triad and currently serves on the Company’s Board. Mr. Rabadia is a hospitality
industry veteran and has been involved in Hotel / Motel and restaurant businesses for over ten (10) years. He
has proven track record of managing properties of various sizes / brands with multiple locations. He is a
Principal at Moteri Management Co, a Seattle based property development and management Company
renowned for it’s innovative management style and wide offering of services, including: operations,
marketing, consulting, asset management, and investment. Mr. Rabadia’s business and expertise also include
the areas of high-tech and telecom. Mr. Rabadia is a serial entrepreneur with a reputable track record. Prior
to his personal business ventures, Mr. Rabadia held various engineering positions at various public and private
information technology companies. Mr. Rabadia graduated with an Electrical Engineering degree from
Bangalore, India and moved to the United States in 1993.

David Stober - Member, Consultant
Mr. Stober is a senior level executive with a broad range of skills and experience in finance, technology, and
real estate and development. Mr. Stober has held a number of leadership positions with Aegis Technologies
Group, including Interim Chief Executive Officer, Chief Financial Officer, corporate secretary and treasurer,
and Manager of Aegis Building, where he lead the acquisition and management of a commercial office and
retail building in downtown Seattle. Prior to Aegis, Mr. Stober held senior financial management positions with
Excellular, Inc. and Syndeo Systems, Inc. Mr. Stober also serves as Managing Member of an early-stage
investment firm Ineo, LLC and is a Director for Helpster, a start-up not-for-profit organization focused on
linking causes, volunteers, and resources. Mr. Stober graduated with a BA in Finance Marketing Decisions
Sciences from Western Washington University and a Masters in Business Administration from Seattle
University.

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Professional Service Providers (subject to changes)

Paul Ferrari, P.E. Ferrari provides consulting structural and civil
Ferrari Shields & Associates engineering services to Triad.
Reno, Nevada
Ferron S. Konakis, P.E. Konakis provides civil and water resources engineering
Konakis Engineering LLC services to Triad.
Elko, Nevada
Michael Shanks, P.E. Shanks provides general civil engineering services to
Shanks Engineering Triad.
Elko, Nevada
Mike Sheppard Michael Clay provides General Contracting services to
Michael Clay Corporation Triad.
Winnemucca, Nevada
Brandon Etchemendy, P.E. Aspen Engineering provides mechanical engineering
Aspen Enginering services to Triad.
Reno, Nevada
Donald Clark, AIA Cathexes provides interior design services to Triad.
Cathexes LLC
Reno, Nevada
Alan Gallatin Construction Design Services provides complete
Construction Design Services, Inc. lighting and power systems design services to Triad.
Reno, Nevada
Scott Applegate Eco-Block provides eco-friendly construction materials
Eco-Block, LLC to Triad.
Andover, Kansas
Ramesh Rabadia Moteri provides hotel / motel management services and
Moteri Management Co. counsel to Triad.
Seattle, Washington
Travis Gerber, Esq. A. Grant Gerber and Associates handles all complex
A. Grant Gerber and Associates commercial transactions and business litigation for
Elko, Nevada Triad.
Megan Moschetti, Esq. Hale Lane provides corporate, gaming, and securities
Hale Lane Peek Dennison and Howard counsel to Triad.
Reno, Nevada
Gary Longaker Nevada Rural Housing Authority provides affordable
Nevada Rural Housing Authority and workforce housing services to Triad.
Carson City, NV
James Beavers GBSI to provide green building systems for Triad’s
Global Building Systems, Inc. various building types.
Prescott, Arizona

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APPENDIX B – AREA MAPS

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APPENDIX C – SITE PLANS

Spanish Bit Resort & Casino – 113.36 Acres

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Spanish Bit Employee Housing – 30.17 Acres

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Future Commercial & Retail – 51.8 Acres

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APPENDIX D – CASINO MODEL DESIGN

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APPENDIX E – JACKPOT

View from 113 acres back to town Town of Jackpot from Fly Over
Cactus Pete’s in Background

View south 113 acres away from town Spring view of Middlestack Mountain Range
Highway 93 in Background

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APPENDIX F – LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED)

Leadership in Energy and Environmental Design (LEED) certification provides independent, third-party
verification that a building project meets the highest green building and performance measures. All certified
projects receive a LEED plaque, which is the nationally recognized symbol demonstrating that a building is
environmentally responsible, profitable and a healthy place to live and work.

There are both environmental and financial benefits to earning LEED certification.
•
LEED-certified buildings:
•
Lower operating costs and increased asset value.
•
Reduce waste sent to landfills.
•
Conserve energy and water.
•
Healthier and safer for occupants.
•
Reduce harmful greenhouse gas emissions.
•
Qualify for tax rebates, zoning allowances and other incentives in hundreds of cities.
•
Demonstrate an owner's commitment to environmental stewardship and social responsibility.
•

Eligibility
Commercial buildings as defined by standard building codes are eligible for certification under the LEED for
New Construction, LEED for Existing Buildings, LEED for Commercial Interiors, LEED for Retail, LEED for
Schools and LEED for Core & Shell rating systems. Building types include – but are not limited to – offices,
retail and service establishments, institutional buildings (e.g., libraries, schools, museums and religious
institutions), hotels and residential buildings of four or more habitable stories.

If you are unsure whether your building project is a candidate for LEED certification, review the LEED Rating
System Checklist that applies to your project to tally a potential point total. Your project is a viable candidate
for certification if it meets all prerequisites and can achieve the minimum number of points necessary to earn
the Certified level.

LEED Rating System
The Leadership in Energy and Environmental Design (LEED) Green Building Rating System™ encourages and
accelerates global adoption of sustainable green building and development practices through the creation and
implementation of universally understood and accepted tools and performance criteria.

LEED is the nationally accepted benchmark for the design, construction and operation of high performance
green buildings. LEED gives building owners and operators the tools they need to have an immediate and
measurable impact on their buildings’ performance. LEED promotes a whole-building approach to
sustainability by recognizing performance in five key areas of human and environmental health: sustainable
site development, water savings, energy efficiency, materials selection and indoor environmental quality.

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Who Uses LEED?
Architects, real estate professionals, facility managers, engineers, interior designers, landscape architects,
construction managers, lenders and government officials all use LEED to help transform the built environment
to sustainability. State and local governments across the country are adopting LEED for public-owned and
public-funded buildings; there are LEED initiatives in federal agencies, including the Departments of Defense,
Agriculture, Energy, and State; and LEED projects are in progress in 41 different countries, including Canada,
Brazil, Mexico and India.

How is LEED Developed?
LEED Rating Systems are developed through an open, consensus-based process led by LEED committees.
Each volunteer committee is composed of a diverse group of practitioners and experts representing a cross-
section of the building and construction industry. The key elements of USGBC's consensus process include a
balanced and transparent committee structure, technical advisory groups that ensure scientific consistency
and rigor, opportunities for stakeholder comment and review, member ballot of new rating systems, and a fair
and open appeals process.

www.USGBC.com

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Triad Resorts Offering Memo 2009

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