UWN / Nevada Gold & Casinos, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Nevada Gold & Casinos, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nevada Gold & Casinos, Inc.
SEC Filings (Chronological Order)
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June 28, 2019 15-12B

UWN / Nevada Gold & Casinos, Inc. 15-12B - - FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————— FORM 15 ———————— CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-15517 NEVADA GOLD & CASINOS, INC. (Exact name of registr

June 17, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 28, 2019, pursuant to the provisions of Rule 12d2-2 (a).

June 17, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 28, 2019, pursuant to the provisions of Rule 12d2-2 (a).

June 14, 2019 EX-99.1

Maverick Gaming Closes Purchase Of Nevada Gold (NYSE: UWN)

EX-99.1 4 tv523575ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Maverick Gaming Closes Purchase Of Nevada Gold (NYSE: UWN) Seattle WA – June 14th, 2019 – Maverick Gaming LLC (“Maverick”) and Nevada Gold & Casinos, Inc. (NYSE: UWN) announce the closing of Maverick’s purchase of Nevada Gold. Maverick Gaming and Nevada Gold & Casinos, Inc. (NYSE: UWN) (“Nevada Gold”) announced that on Friday, June 14, 2019, M

June 14, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2019 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction (Commission (IRS Employer of in

June 14, 2019 EX-3.1

Second Amended and Restated Articles of Incorporation of the Company dated June 14, 2019

EX-3.1 2 tv523575ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEVADA GOLD & CASINOS, INC. The undersigned, being the President of Nevada Gold & Casinos, Inc., a Nevada corporation (the “Corporation”), does hereby certify that the shareholders of the Corporation approved an Agreement and Plan of Merger among the Corporation, Maverick Casinos, LLC and Ma

June 14, 2019 EX-3.2

Second Amended and Restated Bylaws of the Company dated June 14, 2019

EX-3.2 3 tv523575ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF Nevada Gold & Casinos, Inc., a Nevada corporation (As adopted June 14, 2019) ARTICLE I OFFICES AND CORPORATE SEAL 1.1 Registered Office. The Corporation shall maintain a registered office in the State of Nevada located at such place as shall be determined from time to time by the Board of Directors. The Corpor

May 8, 2019 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————— FORM 8-K ———————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2019 ———————— Nevada Gold & Casinos, INC. (Exact name of registrant as specified in its charter) ———————— Nevada 1-15517 88-0142032 (State or other jurisdicti

May 8, 2019 EX-99.1

Nevada Gold & Casinos Receives Notice of Non-compliance from NYSE American LLC

EX-99.1 2 tv520979ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos Receives Notice of Non-compliance from NYSE American LLC LAS VEGAS, NV, May 7, 2019 - Nevada Gold & Casinos, Inc. (the “Company”) (NYSE MKT: UWN) announced today the Company has received notice from NYSE American LLC (the “Exchange”) that the Exchange has determined that the Company is not in compliance with Section 704 o

March 21, 2019 EX-2.1

Amendment No. 2 to Agreement and Plan of Merger dated as of March 20, 2019, by and among Nevada Gold & Casinos, Inc., Maverick Gold LLC (f/k/a Maverick Casinos LLC), and Maverick Casinos Merger Sub, Inc.

Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 20, 2019, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Gold LLC (f/k/a Maverick Casinos LLC), a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and

March 21, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 20, 2019 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizat

March 18, 2019 10-Q

UWN / Nevada Gold & Casinos, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2019 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

February 22, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 2019 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

February 14, 2019 DEFA14A

UWN / Nevada Gold & Casinos, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

February 13, 2019 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Renaissance Technologies LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nevada Gold & Casinos, Inc. - (Name of Issuer) common shares, $0.12 par value per share - (Title of Class of Securities) 64126Q206 - (CUSIP Number) December 31, 2018 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

February 13, 2019 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Ocho Investments LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) 12/31/2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 8, 2019 DEFA14A

UWN / Nevada Gold & Casinos, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

February 7, 2019 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Lafitte Capital, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Securities Exchange Act of 1934 (Amendment No.

February 4, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction (Commission (IRS Employer of

February 4, 2019 DEFA14A

UWN / Nevada Gold & Casinos, Inc. FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction (Commission (IRS Employer of

February 4, 2019 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / TCW GROUP INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 25, 2019 DEFM14A

UWN / Nevada Gold & Casinos, Inc. DEFINITIVE PROXY STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

January 7, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation) (Commissi

January 7, 2019 EX-99.1

Nevada Gold & Casinos, Inc. Unaudited Pro Forma Consolidated Financial Statements

EX-99.1 2 tv510518ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos, Inc. Unaudited Pro Forma Consolidated Financial Statements Effective December 31, 2018, Nevada Gold & Casinos, Inc. (the “Company”) and Nevada Gold & Casinos LV, LLC, a wholly-owned subsidiary of the Company (“NGC LV”), completed the sale of substantially all of their assets related to Club Fortune Casino located in Hend

January 7, 2019 DEFA14A

UWN / Nevada Gold & Casinos, Inc. FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation) (Commissi

January 7, 2019 EX-99.1

Unaudited Pro Forma Consolidated Financial Statements of Nevada Gold & Casinos, Inc.

EX-99.1 2 tv510518ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos, Inc. Unaudited Pro Forma Consolidated Financial Statements Effective December 31, 2018, Nevada Gold & Casinos, Inc. (the “Company”) and Nevada Gold & Casinos LV, LLC, a wholly-owned subsidiary of the Company (“NGC LV”), completed the sale of substantially all of their assets related to Club Fortune Casino located in Hend

December 17, 2018 10-Q

UWN / Nevada Gold & Casinos, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2018 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

December 3, 2018 PREM14A

UWN / Nevada Gold & Casinos, Inc. PRELIMINARY PROXY STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

December 3, 2018 EX-99.1

Joint Filing Agreement, by and among the Reporting Persons.

EXHIBIT 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of November 30, 2018, is by and among Eric Persson and Maverick Casinos LLC (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, $0.12 par value per share, of Nevada Gol

December 3, 2018 SC 13D/A

UWN / Nevada Gold & Casinos, Inc. / Haberkorn Stephen J - AMENDMENT TO SCHEDULE 13G Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2- Exit Filing)* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) Alan C, Sklar, Esq. Sklar Williams PLLC 410 South Rampart Boulevard, Suite 410 Las Vegas, Nevada 891

December 3, 2018 SC 13D

UWN / Nevada Gold & Casinos, Inc. / Maverick Casinos Llc - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) Eric Persson Maverick Casinos LLC 2926 Montessouri Las Vegas NV 89117 (Name, Address and Telephone Number of Person

November 30, 2018 DEFA14A

UWN / Nevada Gold & Casinos, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation) (Commissi

November 30, 2018 EX-2.1

Amendment No. 1 to Agreement and Plan of Merger by and among Maverick Casinos, LLC and Nevada Gold & Casinos, Inc. (filed previously as Exhibits 2.1 to the Company’s form 8-K filed November 30, 2018).

EX-2.1 2 tv508205ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION COPY AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 29, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub,

November 30, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation) (Commissi

November 30, 2018 EX-10.2

Escrow Agreement dated as of November 29, 2018, by and among Nevada Gold & Casinos, Inc., Maverick Casinos LLC, and Mutual of Omaha Bank.

Exhibit 10.2 EXECUTION COPY ESCROW AGREEMENT This Escrow Agreement (this “Agreement”), dated as of November 29, 2018, is entered into by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Mutual of Omaha Bank, as escrow agent (the “Escrow Agent”). WITNESSETH WHEREAS, Parent, the Company, and Maverick

November 30, 2018 EX-10.1

Securities Purchase Agreement dated as of November 29, 2018, by and between Nevada Gold & Casinos, Inc. and Maverick Casinos LLC.

Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2018, is by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Maverick Casinos LLC, a Nevada limited liability company (“Buyer”). WHEREAS, the Company, Buyer, and Maverick Casinos Merger Sub, Inc., a Nevada corporation and a whol

September 18, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation) (Commiss

September 18, 2018 EX-99.1

Nevada Gold & Casinos Announces Sale / Merger Agreement

Exhibit 99.1 Nevada Gold & Casinos Announces Sale / Merger Agreement LAS VEGAS, NV - September 18, 2018 — Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced the signing of a definitive merger agreement with Maverick Casinos, LLC (“Maverick”). Under the terms of the merger agreement, Maverick will acquire all of the outstanding shares of the Company’s common stock for $2.50 per share in ca

September 18, 2018 EX-2.1

Agreement and Plan of Merger dated as of September 18, 2018, among Nevada Gold & Casinos, Inc., Maverick Casinos LLC, and Maverick Casinos Merger Sub, Inc.

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among NEVADA GOLD & CASINOS, INC., MAVERICK CASINOS LLC and MAVERICK CASINOS MERGER SUB, INC. September 18, 2018 Table of Contents Page Article I. DEFINITIONS AND GENERAL INTERPRETATION 2 Section 1.01. Definitions 2 Section 1.02. Cross Reference Table 10 Section 1.03. General Interpretation 11 Section 1.04. Disclosure Schedules 13 Article II.

September 13, 2018 10-Q

UWN / Nevada Gold & Casinos, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2018 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

August 3, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 3, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizat

August 3, 2018 EX-99.1

Nevada Gold & Casinos Announces Exclusive Sale Discussions

EX-99.1 2 tv500143ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos Announces Exclusive Sale Discussions LAS VEGAS, August 3, 2018 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that it is in exclusive discussions to sell the Company. Chairman William Sherlock said, “There can be no assurance that a transaction will be consummated, and the Company does not expect to provide

July 26, 2018 EX-10.12

Asset Purchase Agreement dated May 23, 2018, between A.G. Trucano, Son and Grandsons, Inc., as seller, and Michael J. Trucano, as buyer (filed previously as Exhibit 10.12 to the Company’s Form 10-K filed July 26, 2018).

Exhibit 10.12 ASSET PURCHASE AGREEMENT THIS AGREEMENT, made and entered into effective the 23rd day of May, 2018, by and between A.G. TRUCANO, SON AND GRANDSONS, INC., a South Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563, hereinafter referred to as ‘Seller”; and, MICHAEL J. TRUCANO of Deadwood, SD 57732, subject to his right to assign this Agreement prior to closing, hereinaf

July 26, 2018 EX-21

Subsidiaries of Nevada Gold & Casinos, Inc.

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold Management Services, LLC Texas NG Washington, LLC Washington NG Washington II, LLC Washington

July 26, 2018 EX-10.9

Amended Employment Agreement dated May 1, 2018 by and between Ernest E. East and Nevada Gold & Casinos, Inc.

EX-10.9 5 tv498654ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Ernest E. East (“Employee”). RECITALS WHEREAS, the Company and Employee entered into that certain Employment Agreement dated April 14, 2011 (the

July 26, 2018 EX-10.6

Amended Employment Agreement dated May 1, 2018 by and between Michael P. Shaunnessy and Nevada Gold & Casinos, Inc.

Exhibit 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Michael P. Shaunnessy (“Employee”). RECITALS WHEREAS, the Company and Employee entered into that certain Employment Agreement dated July 19, 2016 (the “Employment Agreement”); and WHEREAS

July 26, 2018 EX-10.10

Amendment of Employment Agreement by and between Ernest E. East and Nevada Gold & Casinos, Inc. by letter dated April 2, 2018.

Exhibit 10.10 April 2, 2018 Ernest E. East Nevada Gold & Casinos, Inc. 133 E. Warm Springs Road Suite 102 Las Vegas, Nevada 89119 Dear Ernie: This letter agreement sets forth the mutual understanding between Nevada Gold & Casinos, Inc. (the “Company”) and yourself regarding a temporary change to your employment agreement dated April 14, 2011 (the “Employment Agreement”). On February 15, 2018, the

July 26, 2018 EX-10.8

Amended Employment Agreement dated May 1, 2018 by and between Victor H. Mena and Nevada Gold & Casinos, Inc.

Exhibit 10.8 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Victor H. Mena (“Employee”). RECITALS WHEREAS, the Company and Employee entered into that certain Employment Agreement dated February 1, 2017 (the “Employment Agreement”); and WHEREAS, th

July 26, 2018 10-K

UWN / Nevada Gold & Casinos, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For fiscal year ended April 30, 2018 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevada Gold & Casinos, Inc. (Exact

July 26, 2018 EX-10.13

Asset Purchase Agreement dated June 26, 2018, between Nevada Gold & Casinos LV, LLC, as seller, and Truckee Gaming, LLC, as buyer (filed previously as Exhibit 10.13 to the Company’s Form 10-K filed July 26, 2018).

EX-10.13 9 tv498654ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 Execution Version ASSET PURCHASE AGREEMENT DATED JUNE 26, 2018, BY AND AMONG TRUCKEE GAMING, LLC, NEVADA GOLD & CASINOS LV, LLC AND NEVADA GOLD & CASINOS, INC. TABLE OF CONTENTS Page Article 1 PURCHASED ASSETS; LIABILITIES 1 1.1 Purchase and Sale of Assets 1 1.2 Retained Assets 3 1.3 Assumed Liabilities 4 1.4 Retained Liabilities 5 1.5 Ass

July 26, 2018 EX-10.7

Amended Employment Agreement dated May 1, 2018 by and between James Meier and Nevada Gold & Casinos, Inc.

Exhibit 10.7 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and James D. Meier (“Employee”). RECITALS WHEREAS, the Company and Employee entered into that certain Employment Agreement dated July 19, 2016 (the “Employment Agreement”); and WHEREAS, the p

July 26, 2018 EX-10.11

Amendment of Employment Agreement by and between Ernest E. East and Nevada Gold & Casinos, Inc. by letter dated July 10, 2018.

EX-10.11 7 tv498654ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 July 10, 2018 Ernest E. East Nevada Gold & Casinos, Inc. 133 E. Warm Springs Road Suite 102 Las Vegas, Nevada 89119 Dear Ernest: Reference is made to the letter agreement dated April 2, 2018 between you and Nevada Gold & Casinos, Inc. (the “Company”) regarding an adjustment in your compensation in connection with the preparation of a defin

June 27, 2018 EX-99.1

Nevada Gold & Casinos Announces Sale of Club Fortune

EX-99.1 2 tv497360ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos Announces Sale of Club Fortune LAS VEGAS, June 27, 2018 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) (the “Company”) announced today the signing of a definitive purchase agreement to sell its Club Fortune Casino in Henderson, Nevada to Truckee Gaming, LLC for $14.6 million, subject to certain adjustments, including a wor

June 27, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 27, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizati

May 23, 2018 EX-10.1

Asset Purchase Agreement dated 23rd day of May, 2018

EX-10.1 2 tv494837ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT, made and entered into effective the 23rd day of May, 2018, by and between A.G. TRUCANO, SON AND GRANDSONS, INC., a South Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563, hereinafter referred to as ‘Seller”; and, MICHAEL J. TRUCANO of Deadwood, SD 57732, subject to his right to assign

May 23, 2018 EX-99.1

Nevada Gold & Casinos Announces Review of Strategic Alternatives and Sale of South Dakota Route Operation

EX-99.1 3 tv494837ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos Announces Review of Strategic Alternatives and Sale of South Dakota Route Operation LAS VEGAS, May 23, 2018 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) (the “Company”) today announced that it is no longer in exclusive discussions to sell the Company and that its Board of Directors has initiated a process to evaluate pot

May 23, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 23, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizatio

May 2, 2018 EX-99.1

Nevada Gold & Casinos Announces Exclusive Sale Discussions

Exhibit 99.1 Nevada Gold & Casinos Announces Exclusive Sale Discussions LAS VEGAS, May 2, 2018 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that it is in exclusive discussions to sell the Company. Chairman William Sherlock said, “There can be no assurance that a transaction will be consummated, and the Company does not expect to provide further information or updates pending concl

May 2, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2018 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organization

March 19, 2018 10-Q

UWN / Nevada Gold & Casinos, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2018 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

February 14, 2018 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Renaissance Technologies LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nevada Gold & Casinos, Inc. - (Name of Issuer) common share, $0.12 par value per share - (Title of Class of Securities) 64126Q206 - (CUSIP Number) December 29, 2017 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

February 13, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common stock, $0.12 par value, of Nevada Gold & Casinos, Inc., a Nevada corporation, and further

February 13, 2018 SC 13G

UWN / Nevada Gold & Casinos, Inc. / Lafitte Capital, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Securities Exchange Act of 1934 (Amendment No.

February 12, 2018 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / TCW GROUP INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 9, 2018 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Ocho Investments LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) 12/31/2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 2, 2018 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Haberkorn Stephen J - AMENDMENT TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) Alan C, Sklar, Esq. Sklar Williams PLLC 410 South Rampart Boulevard, Suite 410 Las Vegas, Nevada 89145 (Name, Add

December 14, 2017 10-Q

UWN / Nevada Gold & Casinos, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2017 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

October 27, 2017 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of October 27, 2017, is by and among Shawn W. Kravetz and Esplanade Capital LLC (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, $0.12 par value per share, of Nevada

October 27, 2017 SC 13D

UWN / Nevada Gold & Casinos, Inc. / Kravetz Shawn W Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) Shawn W. Kravetz Esplanade Capital LLC One International Place, 14th Floor Boston, MA 02110 Tel. No.: 617-502-9930

October 18, 2017 8-K

Nevada Gold & Casinos FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 17, 2017 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

September 14, 2017 10-Q

UWN / Nevada Gold & Casinos, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2017 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

August 28, 2017 DEF 14A

Nevada Gold & Casinos DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

July 27, 2017 EX-21

SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC.

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold Management Services, LLC Texas NG Washington, LLC Washington NG Washington II, LLC Washington

July 27, 2017 10-K

UWN / Nevada Gold & Casinos, Inc. 10-K (Annual Report)

10-K 1 v47089410k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended April 30, 2017 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevad

July 12, 2017 EX-10.1

STOCK SALE AND PURCHASE AGREEMENT

Exhibit 10.1 STOCK SALE AND PURCHASE AGREEMENT This stock sale and purchase agreement (this Agreement) is made by and between The Louise Herrington Ornelas Trust (?Seller?) and Nevada Gold & Casinos, Inc. (?Buyer?). Louise Herrington Ornelas is the sole trustee of the Louise Herrington Ornelas Trust and has appointed her two sons, Randall Kent Rogers and William Richard Rogers, as co-attorneys-in-

July 12, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 12, 2017 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizati

July 12, 2017 EX-99.1

NEVADA GOLD ANNOUNCES THE COMPLETION OF ITS SHARE REPURCHASE PROGRAM AND $2 MILLION NEWLY-AUTHORIZED PROGRAM

Exhibit 99.1 NEVADA GOLD ANNOUNCES THE COMPLETION OF ITS SHARE REPURCHASE PROGRAM AND $2 MILLION NEWLY-AUTHORIZED PROGRAM LAS VEGAS, July 12, 2017 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced the acquisition of 755,644 shares of its common stock for $2.15 per share from Louise Rogers Ornelas, a longtime shareholder and supporter of the Company. The shares were purchased for cash a

March 16, 2017 10-Q

Nevada Gold & Casinos 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2017 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

February 14, 2017 SC 13G

UWN / Nevada Gold & Casinos, Inc. / Renaissance Technologies LLC - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nevada Gold & Casinos, Inc. - (Name of Issuer) common shares, $0.12 par value per share - (Title of Class of Securities) 64126Q206 - (CUSIP Number) March 14, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 14, 2017 SC 13G

UWN / Nevada Gold & Casinos, Inc. / TCW GROUP INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 9, 2017 SC 13G/A

UWN / Nevada Gold & Casinos, Inc. / Ocho Investments LLC Passive Investment

SC 13G/A 1 sc13ga-ocho12312016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) 12/31/2016 (Date of Event which Requires Filing of this Statement) Check the a

February 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 1, 2017 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

February 2, 2017 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) shall be effective as of the 1st day of February, 2017 by and between VICTOR H. MENA (?Employee?) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (?Employer? or ?the Company?). WHEREAS, Employer is in the business of developing, owning, and operating gaming facilities and entertainment facilities in the United States;

December 15, 2016 10-Q

Nevada Gold & Casinos FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2016 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

October 11, 2016 8-K

Nevada Gold & Casinos FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 10, 2016 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

September 14, 2016 10-Q

Nevada Gold & Casinos FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2016 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

August 29, 2016 DEF 14A

Nevada Gold & Casinos DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

August 15, 2016 EX-99.1

Nevada Gold & Casinos Announces Board of Directors’ Expansion

Exhibit 99.1 Nevada Gold & Casinos Announces Board of Directors? Expansion LAS VEGAS, NV - August 15, 2016 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that it has entered into a Director Nomination Agreement with Esplanade Capital Partners I LLC and Novation Companies, Inc. to increase the size of its Board of Directors from five to seven members and include Shawn W. Kravetz, Pre

August 15, 2016 EX-10.1

Director Nomination Agreement

Exhibit 10.1 Director Nomination Agreement This Director Nomination Agreement (the “Agreement”) effective as of August 15, 2016 (the “Effective Date”) is among Esplanade Capital Partners I LLC (“Esplanade”), Novation Companies, Inc. (“Novation”), together the “Nominating Shareholders”, the undersigned Nominees of the Nominating Shareholders and Nevada Gold & Casinos, Inc. (the “Company”) The Compa

August 15, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 15, 2016 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiza

July 29, 2016 EX-21

SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC.

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold Management Services, LLC Texas NG Washington, LLC Washington NG Washington II, LLC Washington

July 29, 2016 10-K

Nevada Gold & Casinos 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended April 30, 2016 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevada Gold & Casinos, Inc. (Exa

July 28, 2016 EX-99.1

Nevada Gold & Casinos Reports Fiscal 2016 Results

Exhibit 99.1 Nevada Gold & Casinos Reports Fiscal 2016 Results LAS VEGAS, July 28, 2016 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced financial results for the fourth quarter and year ended April 30, 2016. The Company will host a conference call today at 4:30 PM ET (1:30 PM PT) to discuss these results and provide a corporate update. For the fiscal year 2016, the Company reported n

July 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 28, 2016 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizati

July 19, 2016 EX-99.1

Nevada Gold & Casinos Announces Stock Repurchase Program

Exhibit 99.1 Nevada Gold & Casinos Announces Stock Repurchase Program LAS VEGAS, July 19, 2016 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) announced that at its regularly scheduled meeting on July 12, 2016, the Board of Directors authorized a $2 million stock repurchase program. At current trading levels, this authorization represents approximately 6 % of the outstanding shares. The company may

July 19, 2016 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 19th day of July, 2016 by and between MICHAEL P. SHAUNNESSY (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”). WHEREAS, Employer is in the business of developing, owning, and operating gaming facilities and entertainment facilities in the United Stat

July 19, 2016 EX-10.2

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) shall be effective as of the 19th day of July, 2016 by and between JAMES D. MEIER (?Employee?) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (?Employer? or ?the Company?). WHEREAS, Employer is in the business of developing, owning, and operating gaming facilities and entertainment facilities in the United States; and

July 19, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 19, 2016 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizati

July 7, 2016 SC 13G

UWN / Nevada Gold & Casinos, Inc. / Giudici Carl E. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value (Title of Class of Securities) 64126Q206 (CUSIP Number) November 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

April 25, 2016 EX-10.2

First Amendment to Option Agreement dated April 22, 2016 between the Company and Clear Creek Development Company (filed previously as Exhibit 10.2 to the Company’s Form 8-K filed April 25, 2016).

EX-10.2 3 v437777ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FIRST AMENDMENT TO OPTION AGREEMENT THIS FIRST AMENDMENT TO OPTION AGREEMENT is entered into by and between Clear Creek County Development Company LLC, a Colorado Limited Liability Company, (hereinafter “Clear Creek” or “Purchaser”) and GOLD MOUNTAIN DEVELOPMENT LLC, LLC, AND NEVADA GOLD & CASINOS, INC., (hereinafter collectively the “Seller” o

April 25, 2016 EX-10.1

OPTION AGREEMENT

EX-10.1 2 v437777ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is entered into by and between CLEAR CREEK COUNTY DEVELOPMENT COMPANY, LLC, a Colorado Limited Liability Company (“Clear Creek”), and GOLD MOUNTAIN DEVELOPMENT, LLC, AND NEVADA GOLD & CASINOS, INC., (hereinafter “Nevada Gold”), effective on the date when last executed by Clear Creek or N

April 25, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 v4377778k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 25, 2016 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction

April 25, 2016 EX-99.1

Nevada Gold & Casinos Announces Agreement to Sell Colorado Vacant Land Holdings

EX-99.1 4 v437777ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nevada Gold & Casinos Announces Agreement to Sell Colorado Vacant Land Holdings LAS VEGAS, April 25, 2016 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced the execution of an Agreement to sell approximately 260 acres of land in Gilpin County, Colorado to RSM Partners, LLC, a privately owned company, for $750,000. Pursuant to the Ag

March 16, 2016 10-Q

Nevada Gold & Casinos FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2016 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

February 12, 2016 EX-99.3

Unaudited Pro Forma Combined Financial Information

Exhibit 99.3 Unaudited Pro Forma Combined Financial Information The following Nevada Gold & Casinos, Inc. (the ?Company?) unaudited pro forma combined balance sheet as of October 31, 2015, and unaudited pro forma combined statements of operations for the six months ended October 31, 2015 and the fiscal year ended April 30, 2015, give effect to the acquisition of Club Fortune Casino, located in Hen

February 12, 2016 EX-99.2

Independent Auditor’s Report

Exhibit 99.2 Gaming Ventures of Las Vegas, Inc. dba Club Fortune Casino Financial Report December 31, 2014 Contents Independent Auditor?s Report 1-2 Financial Statements Balance sheets 3 Statements of income 4 Statements of changes in stockholders? equity 5 Statements of cash flows 6 Notes to financial statements 7-12 Independent Auditor?s Report To the Stockholders Gaming Ventures of Las Vegas, I

February 12, 2016 SC 13G

UWN / Nevada Gold & Casinos, Inc. / Wedbush Opportunity Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13G* Under the Securities Exchange Act of 1934 Nevada Gold & Casinos, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 64126Q206 - (CUSIP Number) December 31, 2015 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 12, 2016 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2015 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incor

January 29, 2016 SC 13G

UWN / Nevada Gold & Casinos, Inc. / Ocho Investments LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) 1/19/2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

December 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2015 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

December 3, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2015 NEVADA GOLD &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2015 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

December 3, 2015 EX-99.1

Nevada Gold & Casinos Completes Acquisition of Club Fortune Casino

Exhibit 99.1 Nevada Gold & Casinos Completes Acquisition of Club Fortune Casino LAS VEGAS, NV ? December 1, 2015 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) announced today that it completed the previously announced purchase of Club Fortune Casino in Henderson, NV for total consideration of $14.1 million cash and 1.2 million common shares, plus a working capital adjustment. The transaction was f

December 3, 2015 EX-10.1

Amended and Restated Credit Agreement dated November 30, 2015 by and among Mutual of Omaha Bank, as the Lender, Nevada Gold & Casinos, Inc., as parent, and Restricted Subsidiaries, as borrower (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed December 3, 2015).

Exhibit 10.1 Loan No. 1301687001 AMENDED AND RESTATED CREDIT AGREEMENT Dated effective as of November 30, 2015 among NEVADA GOLD & CASINOS, INC., a Nevada corporation, NG WASHINGTON, LLC, a Washington limited liability company, NG WASHINGTON II HOLDINGS, LLC, a Delaware limited liability company, NG WASHINGTON II, LLC, a Washington limited liability company, NG WASHINGTON III, LLC, a Washington li

October 13, 2015 8-K

Nevada Gold & Casinos FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 12, 2015 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

September 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2015 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

August 26, 2015 DEF 14A

Nevada Gold & Casinos DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

July 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended April 30, 2015 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevada Gold & Casinos, Inc. (Exa

July 27, 2015 EX-21

SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC.

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold Management Services, LLC Texas NG Washington, LLC Washington NG Washington II, LLC Washington

June 9, 2015 8-K

Nevada Gold & Casinos CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 9, 2015 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizatio

June 9, 2015 EX-99.1

Nevada Gold & Casinos Announces Financing Commitment Provides Additional Club Fortune Acquisition Information

Exhibit 99.1 Nevada Gold & Casinos Announces Financing Commitment Provides Additional Club Fortune Acquisition Information LAS VEGAS, NV ? June 9, 2015 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that is has received a firm financing commitment from Mutual of Omaha Bank for the acquisition of the Club Fortune Casino in Henderson, Nevada. The Company?s current facility will be ame

June 9, 2015 EX-10.1

(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995) • Certain information contained herein as well as information included in oral statements made or to be made by us or our representatives contains or may contain forwa

Investor Presentation Club Fortune Casino Acquisition June 9, 2015 The Gold Standard in Gaming Exhibit 10.

May 26, 2015 8-K

Nevada Gold & Casinos 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 22, 2015 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizatio

May 26, 2015 EX-99.1

Nevada Gold & Casinos to Acquire Club Fortune Casino Deal is Expected to be Immediately Accretive to Earnings

Exhibit 99.1 Nevada Gold & Casinos to Acquire Club Fortune Casino Deal is Expected to be Immediately Accretive to Earnings LAS VEGAS, NV - May 22, 2015 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced the signing of a definitive agreement to acquire the Club Fortune Casino in Henderson, Nevada for $14.2 million in cash and 1.2 million shares of the Company?s common stock, exclusive of

May 26, 2015 EX-10.1

Asset Purchase Agreement between Gaming Ventures of Las Vegas, Inc., as seller, and Nevada Gold & Casinos LV, LLC, as buyer (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed May 22, 2015).

Exhibit 10.1 ASSET PURCHASE AGREEMENT dated as of May 22, 2015 by and between GAMING VENTURES OF LAS VEGAS, INC. as Seller, and NEVADA GOLD & CASINOS LV, LLC, as Buyer TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF ASSETS 1 Section 1.1 Purchase and Sale of Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Retention of Assets 3 Section 1.4 Assignability and Approvals 3 Section 1.5 Removal o

March 17, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2015 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

January 21, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 21, 2015 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

January 21, 2015 EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT This amendment to Employment Agreement is dated January 20, 2015.

December 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2014 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

November 13, 2014 SC 13G

UWN / Nevada Gold & Casinos, Inc. / Haberkorn Stephen J - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) Alan C, Sklar, Esq. Sklar Williams PLLC 410 South Rampart Boulevard, Suite 410 Las Vegas, Nevada 89145 (Name, Addr

November 3, 2014 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 30th day of October, 2014 by and between JAMES D. MEIER (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”). WHEREAS, Employer is in the business of developing, owning, and operating gaming facilities in the United States; and WHEREAS, the Employer and

November 3, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2014 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

November 3, 2014 EX-99.1

Nevada Gold & Casinos Announces CFO Transition; James D. Meier Named Vice President, CFO and Secretary

Exhibit 99.1 Nevada Gold & Casinos Announces CFO Transition; James D. Meier Named Vice President, CFO and Secretary LAS VEGAS, November 3, 2014 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that James J. Kohn has resigned as Chief Financial Officer and Secretary of the Company. James D. Meier, a seasoned financial and casino industry executive has joined the Company as Vice Preside

October 16, 2014 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 16, 2014 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

September 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2014 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

August 26, 2014 DEF 14A

UWN / Nevada Gold & Casinos, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

August 1, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 1, 2014 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizat

August 1, 2014 EX-99.1

Nevada Gold Chief Executive Officer Michael Shaunnessy Signs Employment Extension Agreement Through December 2016

Exhibit 99.1 Nevada Gold Chief Executive Officer Michael Shaunnessy Signs Employment Extension Agreement Through December 2016 LAS VEGAS, Aug. 1, 2014 (GLOBE NEWSWIRE) - Nevada Gold & Casinos, Inc. (NYSE MKT:UWN) today announced today that it has extended the employment agreement of Michael P. Shaunnessy, as President and CEO for an additional two year period, expiring December 2016. Mr. Shaunness

August 1, 2014 EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.1 2 v385532ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment to Employment Agreement is dated August 1, 2014. WHEREAS, Michael P. Shaunnessy (“Employee”) and the Company entered into that certain Employment Agreement dated November 12, 2012 whereby Employee was employed as Chief Executive Officer of the Company effective December 1, 2012 (the “Employment A

July 29, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended April 30, 2014 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevada Gold & Casinos, Inc. (Exa

July 29, 2014 EX-21

SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC.

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold Management Services, LLC Texas NG Washington, LLC Washington NG Washington II, LLC Washington

March 21, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2014 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

March 17, 2014 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: January 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on

December 23, 2013 EX-10.9

Credit Agreement dated December 10, 2013 by and among Mutual of Omaha Bank, as the Lender, Nevada Gold & Casinos, Inc., as parent, and Restricted Subsidiaries, as borrower (filed previously as Exhibits 10.9 to the Company’s Form 10-Q filed December 23, 2013).

Loan No. 1301687001 CREDIT AGREEMENT Dated as of December 10, 2013 among NEVADA GOLD & CASINOS, INC., a Nevada corporation, NG WASHINGTON, LLC, a Washington limited liability company, NG WASHINGTON II HOLDINGS, LLC, a Delaware limited liability company, NG WASHINGTON II, LLC, a Washington limited liability company, NG WASHINGTON III, LLC, a Washington limited liability company, NG SOUTH DAKOTA, LL

December 23, 2013 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2013 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

December 16, 2013 NT 10-Q

- NT 10-Q

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: March 31, 2009 Estimated average burden hours per response.....2.50 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: October 31, 2013 o Transition

October 18, 2013 LETTER

LETTER

October 18, 2013 Via E-Mail Mr. James J. Kohn Chief Financial Officer Nevada Gold & Casinos Inc. 133 East Warm Springs Road Suite 102 Las Vegas, NV 89119 Re: Nevada Gold & Casinos Inc. Form 10-K for the year ended April 30, 2013 Filed May 29, 2013 File No. 001-15517 Dear Mr. Kohn: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to o

October 17, 2013 CORRESP

-

27-Sep-13 7-Oct-13 Via E-Mail Via E-Mail Mr. James J. Kohn Ms. Linda Cvrkel Chief Financial Officer Branch Chief Nevada Gold & Casinos Inc. Securities and Exchange Commission 133 East Warm Springs Road Washington, D.C. 20549 Suite 102 Las Vegas, NV 89119 Re: Nevada Gold & Casinos Inc. Form 10-K for the year ended April 30, 2013 Filed July 29, 2013 File No. 001-15517 Dear Ms. Cvrkel, Below please f

October 17, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 16, 2013 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

September 27, 2013 LETTER

LETTER

September 27, 2013 Via E-Mail Mr. James J. Kohn Chief Financial Officer Nevada Gold & Casinos Inc. 133 East Warm Springs Road Suite 102 Las Vegas, NV 89119 Re: Nevada Gold & Casinos Inc. Form 10-K for the year ended April 30, 2013 Filed July 29, 2013 File No. 001-15517 Dear Mr. Kohn: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us

September 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2013 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

September 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 3, 2013 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

August 26, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant £ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

August 7, 2013 EX-16.1

August 5, 2013

August 5, 2013 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Ladies and Gentlemen, We have read the statements about our firm included under Item 4.

August 7, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2013 (August 1, 2013) NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorpora

July 29, 2013 EX-21

EX-21

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION Black Hawk Gold, Ltd. Colorado CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold NY, Inc. New York Nevada Gold Vicksburg, LLC Mississippi Nevad

July 29, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended April 30, 2013 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevada Gold & Casinos, Inc. (Exa

June 28, 2013 EX-10.4

INTERCREDITOR AND SUBORDINATION AGREEMENT

EX-10.4 5 v348902ex10-4.htm EXHIBIT 10.4 INTERCREDITOR AND SUBORDINATION AGREEMENT This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is dated as of June 26, 2013, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company (“WFGC”), in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assi

June 28, 2013 EX-10.3

INTERCOMPANY SUBORDINATION AGREEMENT

INTERCOMPANY SUBORDINATION AGREEMENT This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 26, 2013, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following: WHEREAS, Nevada Gold & Casinos, Inc.

June 28, 2013 EX-10.1

CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC., as Parent, and A.G. TRUCANO, SON & GRANDSONS, INC., as Borrower Dated as of June

CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC.

June 28, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 28, 2013 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizati

June 28, 2013 EX-10.2

GUARANTY AND SECURITY AGREEMENT

EX-10.2 3 v348902ex10-2.htm EXHIBIT 10.2 GUARANTY AND SECURITY AGREEMENT This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2013, among Parent, the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, th

June 28, 2013 EX-99.1

Nevada Gold & Casinos Pays Annual Device Fee with Loan from Wells Fargo Deadwood, South Dakota Slot Route Operation Strengthened

EX-99.1 6 v348902ex99-1.htm EXHIBIT 99.1 Nevada Gold & Casinos Pays Annual Device Fee with Loan from Wells Fargo Deadwood, South Dakota Slot Route Operation Strengthened LAS VEGAS, June 28, 2013 — Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) (“the Company”) today announced the Company's wholly-owned subsidiary, A.G. Trucano, Son & Grandsons, Inc. ("AG Trucano"), which operates a slot route in Deadw

May 3, 2013 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 1st day of May, 2013 by and between VICTOR H.

May 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2013 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organization

March 12, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) S Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2013 £ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

March 1, 2013 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 1st day of March, 2013 by and between JAMES J.

March 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2013 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

December 12, 2012 EX-10.9

As of September 18, 2012

As of September 18, 2012 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Jim Kohn, CFO Fax No.: (713) 621-6919 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Branko Milosevic, Associate General Counsel Fax No.: (713) 296-5070 Re: Amendment Number Three to Credit Agreement (this ?Amendment?) Ladies and Gentlemen: Reference i

December 12, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

November 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 12, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

November 13, 2012 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 12th day of November, 2012 by and between MICHAEL P.

November 13, 2012 EX-99.1

Nevada Gold Appoints Michael P. Shaunnessy President and Chief Executive Officer

EX-99.1 3 v327842ex99-1.htm EXHIBIT 99.1 Nevada Gold Appoints Michael P. Shaunnessy President and Chief Executive Officer HOUSTON, November 12, 2012 - Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that Michael P. Shaunnessy has been appointed President and Chief Executive Officer of Nevada Gold, effective December 1, 2012. "Mike brings impressive experience and proven ability to lead

November 9, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

November 9, 2012 EX-10.1

As of October 31, 2012

As of October 31, 2012 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Jim Kohn, CFO Fax No.: (713) 621-6919 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Branko Milosevic, Associate General Counsel Fax No.: (713) 296-5070 Re: Amendment Number Four to Credit Agreement (this “Amendment”) Ladies and Gentlemen: Reference is m

October 24, 2012 SC 13D

UWN / Nevada Gold & Casinos, Inc. / STURGES ROBERT B - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Nevada Gold & Casinos, Inc. (Name of Issuer) Common Stock, $0.12 par value per share (Title of Class of Securities) 64126Q206 (CUSIP Number) Robert B. Sturges 10 Edgewater Drive 12-F Coral Gables, FL 33133 Copy to: Robert L. Ruben, Esq. Saul Ewing LLP 1919 Pennsylvania Ave

October 17, 2012 EX-99.1

Nevada Gold Announces Cost Reduction Initiatives Corporate Headquarters to be Relocated to Las Vegas Social Gaming Site under Development Victor Mena Promoted to Corporate Vice President

Nevada Gold Announces Cost Reduction Initiatives Corporate Headquarters to be Relocated to Las Vegas Social Gaming Site under Development Victor Mena Promoted to Corporate Vice President HOUSTON, Oct.

October 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 16, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

September 21, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-1551

September 19, 2012 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organ

September 12, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold & Ca

September 7, 2012 EX-99.1

Nevada Gold Announces Management Change; Ernest East Named Interim President

Nevada Gold Announces Management Change; Ernest East Named Interim President HOUSTON, September 7, 2012 - Nevada Gold & Casinos, Inc.

September 7, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 6, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

August 24, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

July 27, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended April 30, 2012 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number. 001-15517 Nevada Gold & Casinos, Inc. (Exa

July 27, 2012 EX-21

SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC.

Exhibit 21 SUBSIDIARIES OF NEVADA GOLD & CASINOS, INC. WHOLLY-OWNED SUBSIDIARIES STATE OF INCORPORATION Black Hawk Gold, Ltd. Colorado CGC Holdings, LLC Nevada CGE Assets, Inc. (formerly, Colorado Grande Enterprises, Inc.) Colorado Gold Mountain Development, LLC Colorado Gold River, LLC Nevada Nevada Gold BVR, L.L.C. Nevada Nevada Gold NY, Inc. New York Nevada Gold Vicksburg, LLC Mississippi Nevad

July 3, 2012 EX-10.5

INTERCREDITOR AND SUBORDINATION AGREEMENT

INTERCREDITOR AND SUBORDINATION AGREEMENT This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is dated as of June 27, 2012, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company (“WFGC”), in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time (“Agent”) and MICHAEL J.

July 3, 2012 EX-10.1

CREDIT AGREEMENT

CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC.

July 3, 2012 EX-10.2

GUARANTY AND SECURITY AGREEMENT

GUARANTY AND SECURITY AGREEMENT This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of June 27, 2012, among Parent, the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), the Persons listed on the

July 3, 2012 EX-10.3

INTERCOMPANY SUBORDINATION AGREEMENT

INTERCOMPANY SUBORDINATION AGREEMENT This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 27, 2012, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following: WHEREAS, Nevada Gold & Casinos, Inc.

July 3, 2012 EX-10.4

June 27, 2012

June 27, 2012 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Robert B. Sturges, CEO Fax No.: (713) 621-6919 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Branko Milosevic, Associate General Counsel Fax No.: (713) 296-5070 Re: Amendment Number Two to Credit Agreement (this “Amendment”) Ladies and Gentlemen: Reference is ma

July 3, 2012 EX-99.1

Nevada Gold Pays Annual Device Fee with Loan from Wells Fargo

Nevada Gold Pays Annual Device Fee with Loan from Wells Fargo HOUSTON, July 3, 2012 – Nevada Gold & Casinos, Inc.

July 3, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 27, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizati

June 1, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - CURRENT REPORT FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 25, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of (Commission File Number) (I.

June 1, 2012 EX-10.1

THIRD AMENDED AND RESTATED PROMISSORY NOTE

EX-10.1 2 v315032ex10-1.htm EXHIBIT 10.1 THIRD AMENDED AND RESTATED PROMISSORY NOTE This Third Amended and Restated Promissory Note is intended to completely amend and restate the Promissory Note between the parties dated October 7, 2011, in the original principal amount of $4,000,000.00, under the terms and provisions set forth below: Date: May 25, 2012 Maker: Nevada Gold & Casinos, Inc. (“NGC”)

June 1, 2012 EX-10.2

MAY 2012 AMENDED AND RESTATED SECURITY AGREEMENT

MAY 2012 AMENDED AND RESTATED SECURITY AGREEMENT This May 2012 Amended and Restated Security Agreement (“ARSA”) is made as of May 25, 2012 (the “Effective Date”), by and between Nevada Gold & Casinos, Inc.

June 1, 2012 EX-99.1

Nevada Gold Paying Down Debt

Nevada Gold Paying Down Debt HOUSTON, May 31, 2012 – Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) (“the Company”) today announced the Company reduced its debt obligations and anticipates further debt reductions over the next three years as a result of the completion of the sale of the Colorado Grande Casino and as a result of its scheduled amortization of its Wells Fargo Gaming Capital loan. In the

May 29, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 25, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of (Commission File Number) (I.

May 29, 2012 EX-10.1

First Amendment to Asset Purchase Agreement between Colorado Grande Enterprises, Inc., as seller, and G Investments, LLC, as purchaser (filed previously as Exhibits 10.1 to the Company’s Form 8-K filed May 29, 2012).

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT Reference is made to that certain Asset Purchase Agreement (the “Agreement”) dated as of November 23, 2011 by and among COLORADO GRANDE ENTERPRISES, INC.

May 29, 2012 EX-99.1

Nevada Gold Completes Sale of Colorado Grande Casino

Nevada Gold Completes Sale of Colorado Grande Casino HOUSTON, May 29, 2012 (GLOBE NEWSWIRE) — Nevada Gold & Casinos, Inc.

April 3, 2012 EX-10.3

JOINDER NO. 1 TO INTERCOMPANY SUBORDINATION AGREEMENT

JOINDER NO. 1 TO INTERCOMPANY SUBORDINATION AGREEMENT This Joinder No. 1 (this “Joinder”), dated as of March 30, 2012, to that certain Intercompany Subordination Agreement, dated as of October 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercompany Subordination Agreement”), is entered into by and between A.G. TRUCANO, SON & GRANDSONS, INC., a South

April 3, 2012 EX-10.2

JOINDER NO. 1 TO GUARANTY AND SECURITY AGREEMENT

JOINDER NO. 1 TO GUARANTY AND SECURITY AGREEMENT Joinder No. 1 (this “Joinder”), dated as of March 30, 2012, to the Guaranty and Security Agreement, dated as of October 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), by and among certain Guarantors and Grantors and WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liab

April 3, 2012 EX-10.1

March 30, 2012

March 30, 2012 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Robert B. Sturges, CEO Fax No.: (713) 621-6919 NEVADA GOLD & CASINOS, INC. 50 Briar Hollow Lane, Suite 500w Houston, TX 77027 Attn: Branko Milosevic, Associate General Counsel Fax No.: (713) 296-5070 Re: Amendment Number One to Credit Agreement and Waiver (this “Amendment”) Ladies and Gentlemen: Ref

April 3, 2012 EX-10.4

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of March 30, 2012, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time (“Agent”) and MICHAEL J.

April 3, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 30, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organizat

March 16, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

February 2, 2012 EX-10.2

THIRD PROMISSORY NOTE

THIRD PROMISSORY NOTE Borrower: NG South Dakota, LLC Lender: Michael J. Trucano, 50 Briar Hollow Lane, Suite 500W Sellers’ Representative Houston, TX 77027 155 Sherman Street Deadwood, SD 57732 Principal Amount: $60,324 Date of Note: January 27, 2012 PROMISE TO PAY. NG SOUTH DAKOTA, LLC (“Borrower”) promises to pay to MICHAEL J. TRUCANO, as Sellers’ Representative under the Stock Purchase Agreemen

February 2, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 27, 2012 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

February 2, 2012 EX-10.1

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT Reference is made to that certain Stock Purchase Agreement (the “Agreement”) dated as of October 18, 2011 by and among Nevada Gold & Casinos, Inc.

February 2, 2012 EX-99.1

Nevada Gold Completes Deadwood, S.D. Acquisition

Nevada Gold Completes Deadwood, S.D. Acquisition HOUSTON, Jan. 30, 2012 (GLOBE NEWSWIRE) - Nevada Gold & Casinos, Inc. (NYSE Amex:UWN) announced today that it has completed its previously announced acquisition of AG Trucano, Son & Grandsons, Inc. (“AG Trucano”), a route operator comprised of 900 slot machines based in Deadwood, South Dakota. “We are excited to welcome the AG Trucano operation to N

January 30, 2012 LETTER

LETTER

~ :'~~t.~ G o L D WWW.NEVADAGOL.D.COM HOUSTON OFFICE (MAIN OFFICE) 50 Briar Hollow Lane. Suite 500 West Hou~on, Texas 77027 Off: 713.621.2245 Fax: 713.621.6919 LAS VEGAS OFFICE 3167 E. Warm Springs Road Suite 1 00 Las Vegas. Nevada 89120 Off: 702.685.1 000 September 1~ 2011 VIA EMAIL Office of Chief Accountant Division of Corporate Finance Securties and Exchange Commission Washington, D.C. 20546 d

January 30, 2012 LETTER

LETTER

~ ~.: ~'....-, .-.-"~ .- =- G L D WWW.NEVADAGOLD;COM HOUSTON OFFICE (MAIN OFFICE) 50 Briar Hollow Lane, Suite 500 West Houston, Texas 77027 Off: 713.621.2245 Fax: 713.621.6919 August 2, 2011 LAS VEGAS OFFICE 3167 E. Warm Springs Road Suite 100 Las Vegas, Nevada 89120 Off: 702.685.1000 VIA EMAIL Office of Chief Accountant Division of Corporate Finance Securities and Exchange Commission Washington,

January 3, 2012 LETTER

LETTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE August 9, 2011 By U.S. Mail and facsimile 713-621-6919 James J. Kohn Chief Financial Officer Nevada Gold & Casinos, Inc. 50 Briar Hollow Lane, Suite 500 West Houston, TX 77027 Re: Nevada Gold & Casinos, Inc. (“the company”) File No.: 001-15517 Dear Mr. Kohn: In your letter dated August 2, 2011,

December 16, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QA Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QA Amendment No. 1 (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2011 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15

December 16, 2011 EX-10.17

STOCK PURCHASE AGREEMENT by and among NEVADA GOLD & CASINOS, INC. NG SOUTH DAKOTA, LLC THE STOCKHOLDERS A.G. TRUCANO, SON & GRANDSONS, INC. A.G. TRUCANO, SON & GRANDSONS, INC. October 18, 2011 TABLE OF CONTENTS

STOCK PURCHASE AGREEMENT by and among NEVADA GOLD & CASINOS, INC. NG SOUTH DAKOTA, LLC and THE STOCKHOLDERS of A.G. TRUCANO, SON & GRANDSONS, INC. and A.G. TRUCANO, SON & GRANDSONS, INC. October 18, 2011 TABLE OF CONTENTS Article I Definitions 1 Article II PURCHASE AND SALE 2 2.1 Sale and Purchase of Stock 2 2.2 Acquired Corporate Assets. 2 Article III PURCHASE PRICE 2 3.1 Purchase Price 2 3.2 Esc

December 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2011 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-15517 Nevada Gold &

November 30, 2011 EX-10.1

ASSET PURCHASE AGREEMENT dated as of November 23, 2011 by and among COLORADO GRANDE ENTERPRISES, INC., as Seller, G INVESTMENTS, LLC, as Purchaser TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT dated as of November 23, 2011 by and among COLORADO GRANDE ENTERPRISES, INC.

November 30, 2011 EX-99.1

Nevada Gold Announces Sale of Colorado Grande Casino HOUSTON, November 30, 2011 -- Nevada Gold & Casinos, Inc. (NYSE Amex: UWN) today announced the sale of the Colorado Grande Casino in Cripple Creek, Colorado to G Investments, LLC (“Buyer”). Under t

Nevada Gold Announces Sale of Colorado Grande Casino HOUSTON, November 30, 2011 - Nevada Gold & Casinos, Inc.

November 30, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 23, 2011 NEVADA GOLD &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 23, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organi

November 9, 2011 EX-4.1

COMMON STOCK PURCHASE WARRANT NEVADA GOLD & CASINOS, INC.

COMMON STOCK PURCHASE WARRANT NEVADA GOLD & CASINOS, INC. Warrant Shares: Initial Exercise Date: , 20 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 20 (the “Initial Exercise Date”) and on or

November 9, 2011 EX-10.1

PLACEMENT AGENCY AGREEMENT November 2, 2011

PLACEMENT AGENCY AGREEMENT November 2, 2011 Ladenburg Thalmann & Co. Inc. 4400 Biscayne Blvd 14th Floor Miami, Florida 33137 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,332,375 of registered securities (the “Securities”) of the Com

November 9, 2011 EX-99.1

Nevada Gold Announces the Closing of Its $4.3 Million Registered Direct Offering Proceeds to be Used for Deadwood Acquisition

Nevada Gold Announces the Closing of Its $4.3 Million Registered Direct Offering Proceeds to be Used for Deadwood Acquisition HOUSTON, Nov. 8, 2011 (GLOBE NEWSWIRE) - Nevada Gold & Casinos, Inc. (NYSE Amex:UWN) today announced that it has closed its previously announced registered direct offering for the sale of 2,625,681 shares of common stock at a price of $1.65 per share. In addition, for each

November 9, 2011 EX-10.2

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 2, 2011, between Nevada Gold & Casinos, Inc.

November 9, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 2, 2011 NEVADA GOLD & C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 2, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

November 8, 2011 424B5

2,625,652 Shares of Common Stock Warrants to Purchase 1,969,239 Shares of Common Stock NEVADA GOLD & CASINOS, INC.

AMENDMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 4, 2011 (To Prospectus Dated September 14, 2011, as amended) Filed Pursuant to Rule 424(b)(5) Registration No. 333-176847 2,625,652 Shares of Common Stock Warrants to Purchase 1,969,239 Shares of Common Stock of NEVADA GOLD & CASINOS, INC. We are offering 2,625,652 shares of our common stock at a purchase price of $1.65 per share, and warrant

November 4, 2011 424B5

2,625,652 Shares of Common Stock Warrants to Purchase 1,969,239 Shares of Common Stock NEVADA GOLD & CASINOS, INC.

PROSPECTUS SUPPLEMENT (To Prospectus Dated September 14, 2011, as amended) Filed Pursuant to Rule 424(b)(5) Registration No.

October 28, 2011 EX-10.8

Amended Schedule of Collateral, Notes, Security Interests, and Ownership Interests October 7, 2011

Amended Schedule of Collateral, Notes, Security Interests, and Ownership Interests October 7, 2011 This Amended Schedule of Collateral, Notes, Security Interests, and Ownership Interests is created and executed pursuant to the terms of the July 2009 Amended and Restated Security Agreement (the “ARSA”) entered into by and between Nevada Gold & Casinos, Inc.

October 28, 2011 EX-10.6

SECOND AMENDMENT TO THE JULY 2009 AMENDED AND RESTATED SECURITY AGREEMENT AND SCHEDULE OF COLLATERAL

SECOND AMENDMENT TO THE JULY 2009 AMENDED AND RESTATED SECURITY AGREEMENT AND SCHEDULE OF COLLATERAL This Second Amendment to the July 2009 Amended and Restated Security Agreement (“Amendment”) is made to be effective as of October 7 2011, by and between Louise H.

October 28, 2011 EX-10.7

AMENDED COLLATERAL ASSIGNMENT OF NOTES, CONTRACTUAL RIGHTS, SECURITY INTERESTS, AND OWNERSHIP INTERESTS

AMENDED COLLATERAL ASSIGNMENT OF NOTES, CONTRACTUAL RIGHTS, SECURITY INTERESTS, AND OWNERSHIP INTERESTS This Amended Collateral Assignment of Notes, Contractual Rights, Security Interests, and Ownership Interests (“Collateral Assignment”) is entered into by and between Nevada Gold & Casinos, Inc.

October 28, 2011 EX-10.1

CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC,

CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC.

October 28, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 7, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 7, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incor

October 28, 2011 EX-10.5

SECOND AMENDED AND RESTATED PROMISSORY NOTE

SECOND AMENDED AND RESTATED PROMISSORY NOTE This Second Amended and Restated Promissory Note is intended to completely amend and restate the Promissory Note between the parties dated July 7, 2009, in the original principal amount of $6,000,000.

October 28, 2011 EX-10.3

INTERCOMPANY SUBORDINATION AGREEMENT

INTERCOMPANY SUBORDINATION AGREEMENT This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of October 7, 2011, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following: WHEREAS, Nevada Gold & Casinos, Inc.

October 28, 2011 EX-10.2

GUARANTY AND SECURITY AGREEMENT

GUARANTY AND SECURITY AGREEMENT This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of October 7, 2011, among Parent, the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), the Persons listed on th

October 28, 2011 EX-10.4

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 7, 2011, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as agent under the First Lien Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time (“First Lien Agent”) and LOUISE H.

October 28, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 25, 2011 NEVADA GOLD & C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 25, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

October 25, 2011 EX-99.1

EX-99.1

v238048ex99-1 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

October 25, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 25, 2011 NEVADA GOLD & C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 25, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

October 21, 2011 CORRESP

Sincerely, /s/ James J. Kohn Chief Financial Officer Nevada Gold and Casinos, Inc.

VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance 100 F.

October 21, 2011 EX-99.1

Nevada Gold Agrees to Purchase Slot Route Operator in South Dakota

Nevada Gold Agrees to Purchase Slot Route Operator in South Dakota HOUSTON, Oct. 18, 2011 (GLOBE NEWSWIRE) - Nevada Gold & Casinos, Inc. (NYSE Amex:UWN) announced today that it has signed an agreement to purchase AG Trucano, Son & Grandsons, Inc. ("AG Trucano"), a slot route operator based in Deadwood, South Dakota, for $5.2 million. AG Trucano is a slot operator that has been in business since ga

October 21, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 18, 2011 NEVADA GOLD & C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 18, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiz

October 20, 2011 CORRESP

VIA EDGAR AND FACSIMILE

VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance 100 F.

October 19, 2011 EX-4.3

NEVADA GOLD & CASIONS, INC., as Issuer as Trustee Dated as of [?], 20[?] Table of Contents

EXHIBIT 4.3 NEVADA GOLD & CASIONS, INC., as Issuer AND [TRUSTEE], as Trustee INDENTURE Dated as of [·], 20[·] Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Trustee’s Certificate 5 Sectio

October 19, 2011 EX-23.1(A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.1(A) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-3 of our report dated July 13, 2011 relating to the financial statements of Nevada Gold & Casinos, Inc. as of April 30, 2011 and 2010 and for the years then ended, which appear in Nevada Gold & Casinos, Inc.’s A

October 19, 2011 CORRESP

Securities and Exchange Commission

Securities and Exchange Commission Washington, DC 20546 Re: Nevada Gold & Casinos, Inc Registration Statement on Form S-3 Filed September 15, 2011 File No.

October 19, 2011 EX-23.1(B)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.1(B) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-3 of reports issued by LeMaster Daniels PLLC (whose practice became a part of LarsonAllen LLP efective November 1, 2010), dated June 25, 2010, with respect to the financial statements of Gaming Consultants, Inc.

October 19, 2011 S-3/A

As filed with the Securities and Exchange Commission on October 19, 2011

As filed with the Securities and Exchange Commission on October 19, 2011 Registration No.

October 12, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 7, 2011 NEVADA GOLD & CA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 7, 2011 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 1-15517 88-0142032 (State or other jurisdiction of incorporation or organiza

October 12, 2011 EX-99.1

Wells Fargo Gaming Capital Loans Nevada Gold $11 Million Company Refinances Debt

Wells Fargo Gaming Capital Loans Nevada Gold $11 Million Company Refinances Debt HOUSTON, Oct.

October 12, 2011 LETTER

LETTER

October 11, 2011 S-3/A

As filed with the Securities and Exchange Commission on October 7, 2011

As filed with the Securities and Exchange Commission on October 7, 2011 Registration No.

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