SUPPLEMENT
DATED DECEMBER 15, 1997
TO
CASINO RESOURCE CORPORATION
PROSPECTUS DATED NOVEMBER 26, 1997
The section of the Prospectus entitled, "Selling Shareholders," is amended
to insert "Intercontinental Holding Co., Ltd." in lieu of "MIT Fund Management,
Ltd." As amended, this section shall read in its entirety as follows:
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to each
Selling Shareholder for whom the Company is registering shares of Common Stock
for resale to the public. Except as indicated, no material relationships exist
between any of the Selling Shareholders and the Company nor have any such
material relationships existed within the past three years, except as set forth
below.
The sale of the Selling Shareholders' Common Stock may be effected from time
to time in transactions (which may include block transactions by or for the
account of the Selling Shareholders) in the over-the-counter market or in
negotiated transactions, a combination of such methods of sale or otherwise.
Sales may be made at fixed prices which may be changed at market prices
prevailing at the time of sale or at negotiated prices.
NUMBER
OF PERCENTAGE
SHARES(1) OF CLASS(2)
----------- -----------
The Gifford Fund, Ltd.(3)..................................................... 626,250 *
GPS Fund, Ltd.(3)............................................................. 383,750 *
Intercontinental Holding Co., Ltd............................................. 7,500 *
Joseph B. LaRocco............................................................. 7,500 *
John N. Ferrucci.............................................................. 30,000 *
Alan R. Woinski............................................................... 20,000 *
Robert L. Finical............................................................. 500 *
-----------
Total Shares to Register...................................................... 1,075,500
-----------
-----------
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* less than 1%.
(1) The share amounts set forth reflect shares owned prior to the Offering. For
purposes hereof, unless otherwise noted, it is assumed that the Selling
Shareholders will sell all the stock described in this table. However, there
is no assurance that any of the Selling Shareholders will offer for sale or
sell any or all of the Common Stock listed.
(2) Represents the percentage of the outstanding Common Stock owned before the
Offering. As noted above, it is assumed that all of such stock will be sold
by the Selling Shareholders, and as a result, each Selling Shareholder will
hold 0% of the outstanding Common Stock after the Offering.
(3) This represents an estimate of the number of shares which may be obtained by
the selling shareholder pursuant to the conversion terms of the respective
convertible debentures of such selling shareholders.
Selling Shareholders may effect such transactions by selling their Common
Stock directly to purchasers, through broker/dealers acting as agents for the
Selling Shareholders or to broker/dealers who may purchase Common Stock as
principals and thereafter resell the Common Stock from time to time in the
over-the-counter market, in negotiated transactions or otherwise. Such
broker/dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
for whom such broker/dealers may act as agents or to whom they may sell as
principals or otherwise (which compensation as to a particular broker/dealer may
exceed customary commissions).
The Selling Shareholders and broker/dealers, if any, acting in connection
with such sales might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act and any commission received by them or any
profit on the resale of the Common Stock might be deemed to be underwriting
discounts and commissions under the Securities Act.