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The "Second Closing Obligations" are as follows:
1. The Company has filed its Annual Reports on Form 10-K for the periods ended December 31, 2011 and 2012, and any other Annual Report on Form 10-K that would have been required to have been filed as of the date of the Second Closing;
2. The Company has filed its Quarterly Reports on Form 10-Q for the periods ended September 30, 2011, March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, and any other Quarterly Report on Form 10-Q that would have been required to have been filed as of the date of the Second Closing;
3. The Company and its subsidiaries have filed their federal and state tax returns for the years ended 2011 and 2012;
4. The Company has held an Annual Meeting of Stockholders in accordance with applicable state and Federal law, at which the stockholders of the Company approved an increase in the number of authorized shares of Common Stock of the Company from fifty million to one hundred million, or the Company has otherwise obtained such approval by written consent of its stockholders pursuant to Section 228 of the Delaware General Corporation Law;
5. The Company is otherwise able to issue and deliver fully paid and non-assessable shares of Common Stock to the investors of this Offering in accordance with the terms of the Private Placement Memorandum;
6. The Company has obtained an updated property survey and preliminary engineering estimates for the construction of a casino/hotel on the Property;
7. The Company has obtained a site location engineering study identifying viable locations(s) for the placement of the proposed casino/hotel on the Property; and
8. The Company has obtained preliminary architectural estimates for the construction of the casino/hotel on the Property.
DHCC SEC Suspension:
http://www.sec.gov/litigation/suspensions/2014/34-72416.pdf
Order:
http://www.sec.gov/litigation/suspensions/2014/34-72416-o.pdf
Admin Proceeding:
http://www.sec.gov/litigation/admin/2014/34-72417.pdf
Catalyst: Site Approval + Financials coming! Mentioned in 8k. Could spark buying pressure
Recent 8k "What if" Scenario appraisal of $175million = $5.00+ per share. Get ready site approval is near term according to 8k.
Tranche 3: Third Tranche Collateralized Convertible Senior Debentures in the aggregate principal amount of $1,000,000
The Company is offering $1,000,000 of Third Tranche Collateralized Convertible Senior Debentures in the aggregate principal amount of $1,000,000 (the “Third Tranche Debentures”), subject to certain conditions described in this Memorandum. The Third Tranche Debentures are convertible, at a Conversion Price of $0.55 per share, into an aggregate of 1,818,182 shares of Common Stock, or convertible, at a Conversion Price of $0.75 per share, into an aggregate of 1,333,333 shares of Common Stock, on the terms and conditions hereinafter described in this Memorandum. The Conversion Price will depend upon a combined appraised value of an independent third party appraisal firm of (1) the Company’s casino project (including the value of that land upon which it is expected to be located) and (2) the undeveloped remaining Property (collectively, the “Valuation”). If the Valuation is $175 million or more, then the Conversion Price for the Third Tranche Debentures shall be $0.75 per share. If the Valuation is less than $175 million, than the Conversion Price for the Third Tranche Debentures shall be $0.55 per share. The minimum principal amount of Third Tranche Debentures that may be purchased is $50,000. The purchase price for each Third Tranche Debenture shall be 100% of the principal amount thereof.
Eldorado Resorts, LLC takeover of $MNTG going under the radar. DHCC chairman of the board Ted Arneault was the former President of MNTG.
Site approval for casino by MGHA is next catalyst. Read 8k. Then price will be over 1.125 for tranche 3. Get long here as my past posts have provided articles demonstrating that South Mississippi Casinos are spending over $1 billion in FY'14 for re-investments. Thus, positioning the 404acres zoned for a casino owned by DHCC to be a direct beneficiary of the increase spending. The 404acres is geographically positioned in the heart of the South Mississippi Casino industry.
Casinos invest in South Mississippi despite revenue drop
BY MARY PEREZ
meperez@sunherald [SoftReturn]Twitter: MaryPerezSHMay 21, 2014
Read more here: http://www.sunherald.com/2014/05/21/5590688/coast-april-casino-revenue-down.html#storylink=cpy
Patience for key milestones in Tranche 2 = site approval by MGHA.
I don't think Viagra or Cialis can even help DHCC.
Southern Gaming Summit reflects energy in South Mississippi casino market
BY MARY PEREZ
meperez@sunherald.com Twitter: MaryPerezSHMay 7, 2014
Read more here: http://www.sunherald.com/2014/05/07/5556315/southern-gaming-summit-reflects.html?sp-tk=C76BEE719BD9225CC223927EEE8F38D0854223EE2991F266FED9A593E7A17431998262EDBD40279BA88D95EA4BA902CAD117A96C972CB248E5AF7FF5C3EE950F79FFB4DEF66C1966783AA75A85D948BD9045BDDAEF2F6F91197BCC1CEFFE892F4DFBD375B7001E816D9F895271C257F09491367A8208731BFCD174D9245B02F42E2FCEA39AE33E187F467C4FD2A0143F4FE9636032DC62AA40C125129FBD83D34CBC9E20BFDFDCD0F8EB93E67C3DBFC7FFA3E800#storylink=cpy
Site approval and stock getting current. Read bullet point 6,7,8 in the recent 8k.
6. The Company has obtained an updated property survey and preliminary engineering estimates for the construction of a casino/hotel on the Property;
7. The Company has obtained a site location engineering study identifying viable locations(s) for the placement of the proposed casino/hotel on the Property; and
8. The Company has obtained preliminary architectural estimates for the construction of the casino/hotel on the Property.
biz.yahoo.com/e/140404/dhcc8-k.html
Building a casino? I'm building an Empire.
Seeking Alpha: Diamondhead Casino Corporation: This Company Just Might Be Worth A Spin
http://seekingalpha.com/article/2137833-diamondhead-casino-corporation-this-company-just-might-be-worth-a-spin
South Mississippi casinos keep upping their game
BY MARY PEREZ
meperez@sunherald.com, @MaryPerezSHMay 3, 2014 Updated 4 hours ago
Read more here: http://www.sunherald.com/2014/05/03/5545324/coast-casinos-keep-upping-their.html#storylink=cpy
BILOXI -- Casino industry executives from across the country will gather in Biloxi this week for the Southern Gaming Summit. They will stay in new hotel rooms, eat at new restaurants and enjoy upscale casino amenities as revenues hold steady on the Coast and casino operators invest in South Mississippi.
In just the last week, a new restaurant opened at Grand Biloxi Casino, and Landry's owner Tilman Fertitta cut the ribbon on a $100 million transformation of Golden Nugget Casino.
Fertitta will open the Gaming Summit at 9 a.m. Wednesday, giving those who attend a chance to hear from the man who built 500 restaurants, casinos and entertainment venues.
Jim Hoskins, general manager of Golden Nugget Biloxi, said he's learned from Fertitta, and "it has been the ride of my life."
Geoff Freeman, president of the American Gaming Association, will close the Gaming Summit at 11:30 a.m. Thursday with a look at competition and other issues the industry is dealing with and the future of casinos.
What is ahead in South Mississippi is certainly increased competition, along with the possibility of Internet gambling and sports betting being legalized one day, said Rep. Richard Bennett, R-Long Beach, chairman of the state House Gaming Committee. He called for a study to see if either or both types of wagering could keep Mississippi competitive and add tax revenue.
The focus now is on adding new restaurants, hotel and other non-casino amenities to draw visitors to new experiences.
Palace Casino became the first casino in the South to go smoke-free following an expansion and millions in improvements. Hard Rock Casino Biloxi's 12-story hotel tower, with its expanse of glass walls and doors and ultra-modern touches, brought a new level of sophistication to the market. The MGM Stadium at Beau Rivage Resort & Casino will bring a baseball team to South Mississippi when it opens next year. The city is building the stadium on land leased cheaply from the casino. A hotel and other amenities are coming to Margaritaville Casino.
Other improvements are on the way:
n The new Magnolia House by Kelly English at Grand Biloxi Casino isn't a typical casino steakhouse but a restaurant that's also an experience. Each dining room resembles a room in a house, and New Orleans artist Max Ryan created pieces that are displayed throughout and are for sale.
"It's exactly what we had in mind," General Manager Jonathan Jones said. "It's an old Southern home."
Celebrity chef Kelly English and his chefs scoured local fish houses and farmers markets looking for fresh, seasonal ingredients he's passionate about for his menu. Saturday's opening night was completely booked by customers wanting that first taste.
This is just one area of the casino that is new, Jones said. By Memorial Day, the pool bar will be finished, the buffet will be renamed Flavors, the casino will have a new layout, an updated look and a Steak 'n' Shake restaurant.
By June 21, the new boardwalk and greenspace south of U.S. 90 will be ready for a grand opening concert.
With millions in improvements complete, the resort will become Harrah's Gulf Coast, said Jones.
He said South Mississippi has been a relatively stable market despite challenges and Caesars Entertainment is spending millions to rebrand the Grand to Harrah's Gulf Coast.
"We wanted to make a commitment to this market and the people who live here and we're doing that," he said.
n A 350-foot lazy river will open in mid-May at Hollywood Casino Bay St. Louis, said general manager Chett Harrison. Complete with sun decks, a hot tub and a swim-up bar, it will give guests a resort experience, he said.
n Inclement weather delayed construction of the hotel tower at Silver Slipper Casino, but General Manager John Ferrucci said the foundation is being poured and the target opening is January.
"We are convinced that there is still plenty of room for Silver Slipper to grow here on the beach in Hancock County and that this first hotel tower will be just the beginning," he said. "Subsequent phases could include entertainment facilities as well as additional first-class hotel accommodations."
n The hotel tower on the south side of Island View Casino is being restored.
"It's a pretty fast timetable," said Cathy Mackenzie, vice president and general counsel for the casino. In about 300 days, Roy Anderson Construction will complete the hotel rooms and add a swimming pool, meeting rooms and a restaurant in the $68 million project.
The casino's owners grew up in Gulfport and Mackenzie said, "They believe in Gulfport for sure, and the entire Gulf Coast."
A casino in D'Iberville and one in Gulfport, whose developers recently missed deadlines to submit financial plans to the Mississippi Gaming Commission, could still be built. Chairman John Hairston said the Commission would work with them if financing becomes available and the projects meet the guidelines that call for enhanced amenities to grow the Coast market.
Read more here: http://www.sunherald.com/2014/05/03/5545324/coast-casinos-keep-upping-their.html#storylink=cpy
Read more here: http://www.sunherald.com/2014/05/03/5545324/coast-casinos-keep-upping-their.html#storylink=cpy
Logically, I'm waiting for Current Financials, then casino update in accordance to tranche 2. Then I would expect this to be well above $1 and trigger tranche 3 at $1.35. Time will tell.
You are wrong. Please review the 8k filing.
The property is a debt-free asset owned by casino world a wholly subsidiary of DHCC.
The company appears to be securing the current debt as a lien against the property after 180 days from the offering. That means the debt will transfer to casino world as a real-estate lien, thus no dilution to Diamondhead Casino stock. Understand how DHCC and Casino World are two separate entities.
Quote from 8k
"1-2-3 Tranche Debentures will bear interest at 4% per annum after 180 days and will be secured by a lien on the Company's Mississippi property"
The property Has a valuation of $100million and to finance the ENTIRE project a simple mortgage could be taken out through Casino World a wholly owned subsidary. In return, no dilution to DiamondHead Casino Stock. Smart Money playing here.
Now, lets look back at the last take over of the company back in the early 2000s. A series of SG13s were filed after a open market take over. Mr Arneault has seized control, but controlling interest in stock he lacks. So, what do you think he'll do? Precedents show open market buying as a transition of controlling interest transfered hands.
Even if they get Approval, they will have to dilute so heavily to raise cash that current shareholders will see the PPS reflect that dilution, namely its going to keep downtrending. I don't think they can raise enough cash without doing heavy dilution then reverse splitting so they can try to raise more. If some heavy hitter miraculously shows up with money to make it work, You think the deal will allow the current little guy shareholders to benefit? Not likely.
Other Casino's thriving but DHCC is nowhere. With all the interest in that general area, you would think if the property DHCC has was doable and potentially lucrative, they would have been "breaking ground" years ago. The story is just getting started? What story? "To think that I heard it on Mulberry Street?" Yeah, site approval is a pretty big "IF". Could maybe, possibly ground break? Yeah... well if by some miracle you got the approval, and sufficient cash you might ground break. The story is not complicated because there is nothing there.
The Casino "Landscape" does not include DHCC. The so-called Liquidity event has nothing to do with DHCC. All the inference, and referring to other successful Casino's means zip about this stock. This stock is trading at a ridiculously inflated price given the low odds of success here IMO. As that becomes more and more painfully apparent to unfortunate investors, it will wind up trading below a penny, last person out turn off the light.
20 trading days ago an 8k was released outlining the milestones in three separate tranches to build a casino. The story is just getting started and understanding how tranche 2 serves as a way to mitigate risk in this investment is essential. Tranche 2 appears to get the stock Pink Current w/ financials updated, and site approval to build a casino. Once tranche 2 endpoints are met the risk is partially mitigated as a casino could possibly break-ground and the stock would appreciate thus triggering tranche 3 at 1.35.
Mr. Arneault former (Nasdaq MNTG) President replacing the old lady was the best choice this company has done in a decade. He was an extremely successful casino operator enabling a 1/2 Billion $ valuation of his prior company before he exited. Now, he has entered a new thriving casino landscape where a liquidity event in excess of $1billion+ is taking place in FY'14 timeframe.
Understanding the entry/entry deterrence of an american casino operator and you will understand the story. The academic research report has directly paralleled material news events which have been released by The Sun Hearld Q1/Q2 FY'14 timeframe.
The story is not complicated.
$DHCC Dead Hilarious Cockamamie Con. Years ago Donald Trump did an LOI on this non-starter just before he went bankrupt? Thats what this scam is trading on?
Not seeing any recent DHCC news showing any progress whatsoever other than the old lady who was running it finally gave up and some other guy has his name front and center. All this stock is doing is slipping into the abyss... where's the beef?!!
After reviewing past 8k. We are waiting for financials to return DHCC to OTC.PK Current. Sometimes when securities are missing financials that is a major deterrence for buying. Also, with-in 2nd tranche bullet 5,6,7, & 8 could be needed for site Approval by the MGHA. Silent period until we wait.
The 3rd Tranche is available when the stock is 150% above 2nd tranche offering of .60. So, simple math puts price at over 1.35.
Haven't even mentioned Mr. Arneault former President (Nasdaq MNTG) is now President of
(OTC DHCC). Looking at precedents from early 2000s when the take over occurred a line of SG(13)s were filed. Wouldn't surprise me if more SG13s are possible for the completion of the takeover.
No recognition. Dead stock.
Quiet before the storm. 8k 2nd tranche milestones listed as precursor in building casino. One deterrence of new market entrants may stem from OTC.PK Limited. Updated financials are need which are listed in one of the milestones. Precedents of material events in the form of LOIs send the stock parabolic. Review weekly chart from past LOI 2005-2011. Some runs $1-$3 over night especially LOI with Donald Trump. Just a matter of time before a possible breakout. Bought more today mid .50s
All I know is this stock currently blows.
It's a designated security therefore no member firm can actively recommend it without the proper paperwork.
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Looking forward to a pipeline of news coming. Milestones located in 8k filing. Fully reporting near term which may spark institutional buying. OTC.Pk limited sometimes deters institutional/retail investors for obvious reasons.
It was also handled by a member firm as a packaged product with certain caveat's that must be met before it's conversion!
The 'Good Dr's In's.
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2nd Tranche appears we could get an entire stream of PR in accordance to preliminary milestones before building casino.
The "Second Closing Obligations" are as follows:
1. The Company has filed its Annual Reports on Form 10-K for the periods ended December 31, 2011 and 2012, and any other Annual Report on Form 10-K that would have been required to have been filed as of the date of the Second Closing;
2. The Company has filed its Quarterly Reports on Form 10-Q for the periods ended September 30, 2011, March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, and any other Quarterly Report on Form 10-Q that would have been required to have been filed as of the date of the Second Closing;
3. The Company and its subsidiaries have filed their federal and state tax returns for the years ended 2011 and 2012;
4. The Company has held an Annual Meeting of Stockholders in accordance with applicable state and Federal law, at which the stockholders of the Company approved an increase in the number of authorized shares of Common Stock of the Company from fifty million to one hundred million, or the Company has otherwise obtained such approval by written consent of its stockholders pursuant to Section 228 of the Delaware General Corporation Law;
5. The Company is otherwise able to issue and deliver fully paid and non-assessable shares of Common Stock to the investors of this Offering in accordance with the terms of the Private Placement Memorandum;
6. The Company has obtained an updated property survey and preliminary engineering estimates for the construction of a casino/hotel on the Property;
7. The Company has obtained a site location engineering study identifying viable locations(s) for the placement of the proposed casino/hotel on the Property; and
8. The Company has obtained preliminary architectural estimates for the construction of the casino/hotel on the Property.
Diamondhead Casino Corporation Closes On First $1 Million Of $3 Million Convertible Debenture Offering And Appoints Ted Arneault As Chairman Of The Board Of Directors
PR Newswire Diamondhead Casino Corporation
April 2, 2014 8:00 AM
DIAMONDHEAD, Miss., April 2, 2014 /PRNewswire/ -- Diamondhead Casino Corporation ("DHCC"), which intends to build a casino resort on its 404-acre property in Diamondhead, Mississippi, announced today that it has appointed Ted Arneault, formerly Chairman, President & CEO of MTR Gaming Group, Inc., as Chairman of the Board of the Company and President & CEO of Casino World, Inc., a wholly-owned subsidiary of the Company and proposed developer of the Diamondhead casino site. The Company also announced today that it accepted subscriptions in Escrow in the amount of $3 million for the purchase of collateralized debentures, convertible to common stock, subject to certain events, and $1 million of that amount had been released from Escrow to the Company at the first of three intended closings. The two remaining closings are contingent upon certain events. Henley & Company, LLC acted as sole placement agent in connection with the offering.
The Company owns, through a wholly-owned subsidiary, approximately 404 acres of land in Diamondhead, Mississippi. The property fronts Interstate 10 for approximately two miles and fronts the Bay of St. Louis for approximately two miles. Approximately 18 million vehicles pass the site yearly. The property, which is located entirely within the recently-incorporated City of Diamondhead, is already zoned for a casino.
In commenting on his appointment, Mr. Arneault stated: "I believe the Diamondhead site remains one of the last, great gaming opportunities in the country. The site is recognized in the casino industry as one that is expected to grow the entire Gulf Coast market because of its sheer size and the numerous amenities it could support. I am looking forward to working with the State of Mississippi and the City of Diamondhead to create a destination resort that will bring economic benefits to the entire State as well as the City. This is a unique opportunity to be associated with a project that has the potential to become a major tourist attraction on the Gulf Coast and one of the premier resort locations in the casino industry."
Ms. Vitale, who is stepping down as Chairman of the Board of the Company, stated: "Mr. Arneault's addition to the Board and his extensive background, experience and expertise in the gaming industry will allow us to move this project forward. Mr. Arneault knows the casino industry, knows the Gulf Coast market, recognizes the potential of this project and, of utmost importance, has successfully taken casinos from the ground up before. I have every confidence in Mr. Arneault, who has a proven track record in the industry, to spearhead the development of this particular project. In addition, Mr. Arneault brings extensive, unrelated business experience, as well as his background as a CPA, to the Board. I am honored to have Mr. Arneault on our team and the Board and I look forward to working with him in the future."
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
All statements, trend analysis and other information contained in this release relative to performance, trends in operations or financial results, plans, expectations, estimates and beliefs, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. In connection with certain forward-looking statements contained in this release and those that may be made in the future, there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. The forward-looking statements contained in this release were prepared by management and are qualified by, and subject to, permitting, significant business, economic, financial, competitive, environmental, regulatory and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Company. Accordingly, there can be no assurance that the forward-looking statements contained in this release will be realized. The forward-looking statements in this release reflect the opinion of the management as of the date of this release. Readers are hereby advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time or other factors beyond the control of the Company. The Company does not intend, however, to update the guidance provided herein prior to its next release or unless otherwise required to do so. Readers of this release should consider these facts in evaluating the information contained herein. In addition, the business and potential operations of the Company are subject to substantial risks, including but not limited to risks relating to liquidity and cash flows, including the Company's need for additional funds to develop the Diamondhead property, which increase the uncertainty inherent in the forward-looking statements contained in this release. The inclusion of the forward-looking statements contained in this release should not be regarded as a representation that the forward-looking statements contained in the release will be achieved. In light of the foregoing, readers of this release are cautioned not to place undue reliance on the forward-looking statements contained herein.
For further information, contact:
Deborah Vitale, President
Diamondhead Casino Corporation
Office: (703) 683-6800
Link doesn't work. What happened to the instablog?
Mr. Arneault former (Nasdaq:MNTG) President now President/CEO of DHCC. Looks like plans to build a casino after all.
"Casino plans re-surface in Diamondhead"
http://www.wlox.com/story/25159275/casino-plan-re-surfaces-in-diamondhead
The format and wording of the press release appears to deter the market from buying. If a mgmt team wanted their stock to run a different wording style for sure. Which makes me believe the days where this company just mentioned LOI and the stock went from $1-$3 overnight is upon us.
PR didn't do squat for the share price. That's what is important, nothing else.
Looks like the folks over at MTR Gaming are taking over DHCC. Interesting developments.
News looks great....pps sux
Big time volume coming in today... looks very positive we might see this sideways trading come to an end this week
Might be the time to BUY
$ROBK 22 miles away Jan 7,2014 $130MILLION CASINO DEVELOPMENT DEAL
Gulf Coast is experiencing an ECONOMIC boom in the oil/gas industry.
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