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Published on 11/4/2011 in the Prospect News PIPE Daily.

Nevada Gold Casinos to raise $4.33 million from sale of units

Ladenbug Thalmann is placement agent for best-efforts offering

By Marisa Wong

Madison, Wis., Nov. 4 - Nevada Gold Casinos, Inc. is offering units of common stock and warrants on a best-efforts basis for proceeds of $4.33 million, according to a 424B5 filing with the Securities and Exchange Commission.

Each unit consists of one common share and a warrant to purchase 0.75 of a share of common stock. The common shares and warrants will be issued separately but can only be purchased together in this offering.

The company has priced 2,625,652 common shares at $1.65 per share and five-year warrants to purchase up to 1,969,239 shares of common stock at an exercise price of $2.18 per share. The warrants are exercisable beginning six months after the issue date. The warrant strike price represents an 8.46% premium to the Nov. 2 closing share price of $2.01.

Ladenburg Thalmann & Co. Inc. is the placement agent.

Closing is expected to occur on Nov. 7.

Proceeds will be used to acquire all the shares of A.G. Trucano, Son & Grandsons, Inc. and for related acquisition expenses.

Nevada Gold is a Houston-based developer, owner and operator of gaming facilities in Colorado and Washington.

Issuer:Nevada Gold Casinos, Inc.
Issue:Units of common shares, warrants
Amount:$4,332,327
Shares:2,625,652
Price:$1.65
Warrants:For a total of up to 1,969,239 common shares
Warrant expiration:Five years
Warrant strike price:$2.18 per share
Agent:Ladenburg Thalmann & Co. Inc.
Pricing date:Nov. 4
Settlement date:Nov. 7
Stock symbol:NYSE: UWN
Stock price:$2.01 at close Nov. 2
Market capitalization:$25.99 million

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