<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
OF
MANDALAY RESORT GROUP
PURSUANT TO THE PROSPECTUS DATED , 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
THE EXCHANGE AGENT IS:
THE BANK OF NEW YORK
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<S> <C> <C>
BY REGISTERED OR FACSIMILE TRANSACTIONS: BY HAND OR OVERNIGHT DELIVERY:
CERTIFIED MAIL: (Eligible Institutions Only) The Bank of New York
The Bank of New York (212) 815-6339 101 Barclay Street
101 Barclay Street, 7E Corporate Trust Services Window
New York, New York 10286 TO CONFIRM BY TELEPHONE Ground Level
Attn: Kin Lau OR FOR INFORMATION CALL: New York, New York 10286
Reorganization Department (212) 815-3750 Attn: Kin Lau
Reorganization Department
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
VALID DELIVERY.
As set forth in the prospectus dated , 2000 of Mandalay Resort Group
("Mandalay") and in the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal"), this form or one substantially equivalent
hereto must be used to accept Mandalay's offer (the "Exchange Offer") to
exchange new 10 1/4% Senior Subordinated Notes due 2007 ("Exchange Notes") that
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for all of its outstanding 10 1/4% Senior Subordinated Notes
due 2007 (the "Old Notes") if the Letter of Transmittal or any other documents
required thereby cannot be delivered to the exchange agent, or Old Notes cannot
be delivered or if the procedures for book-entry transfer cannot be completed
prior to the Expiration Date. This form may be delivered by an Eligible
Institution (as defined in the prospectus) by mail or hand delivery or
transmitted, via facsimile, to the exchange agent as set forth above.
Capitalized terms used but not defined herein shall have the meaning given to
them in the prospectus.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to Mandalay, upon the terms and subject to
the conditions set forth in the prospectus and the related Letter of Transmittal
(receipt of which is hereby acknowledged), the principal amount of Old Notes
specified below pursuant to the guaranteed delivery procedures set forth in the
prospectus and in Instruction 2 of the Letter of Transmittal. By so tendering,
the undersigned does hereby make, at and as of the date hereof, the
representations and warranties of a tendering holder of Old Notes set forth in
the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if
the exchange agent receives at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, not later than 5:00 p.m., New York City time
on the Expiration Date, a facsimile transmission or letter setting forth the
name of the holder, the aggregate principal amount of Old Notes the holder
delivered for exchange, the certificate number(s) (if any) of the Old Notes and
a statement that such holder is withdrawing his election to have such Old Notes
or any portion thereof exchanged, in accordance with the procedures set forth in
the prospectus.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
<PAGE>
PLEASE SIGN AND COMPLETE
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<S> <C>
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Signature(s) of registered holder(s) or Date: ------------------------------------
Authorized Signatory: Address: ---------------------------------
--------------------- -----------------------------------------
----------------------------------------- Area Code and Telephone No. --------------
-----------------------------------------
Name(s) of registered holder(s):
------------ If Old Notes will be delivered by
----------------------------------------- book-entry transfer, check trust company
----------------------------------------- below:
Principal Amount of Old Notes Tendered: / / The Depository Trust Company
-----------------------------------------
-----------------------------------------
-----------------------------------------
Certificate No.(s) of Old Notes (if Depository Account No. -------------------
available):
-----------------------------------------
------------------------------------------------------------------------------------------
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DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Old Notes exactly as their name(s) appear on certificate(s)
for the Old Notes or, if tendered by a participant in one of the book-entry
transfer facilities, exactly as such participant's name appears on a
security position listing as the owner of Old Notes, or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If the signature above
is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity,
such person must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ___________________________________________________________________
____________________________________________________________________________
Capacity: __________________________________________________________________
Address(es): _______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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<PAGE>
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the
Stock Exchange Medallion Program (each, an "Eligible Institution"), hereby
(i) represents that the above-named persons are deemed to own the Old Notes
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents
that such tender of Old Notes complies with Rule 14e-4 and (iii) guarantees
that the Old Notes tendered hereby in proper form for transfer or
confirmation of book-entry transfer of such Old Notes into the exchange
agent's account at the book-entry transfer facility, in each case together
with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantees
and any other documents required by the Letter of Transmittal, will be
received by the exchange agent at its address set forth above within three
New York Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the exchange agent and must deliver the Letter of Transmittal
and Old Notes to the exchange agent within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: _________________________________________________
_______________________________________________________________
Authorized Signature: _________________________________________
Title: ________________________________________________________
Address: ______________________________________________________
_______________________________________________________________
(Zip Code)
Area Code and Telephone Number: _______________________________
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