Item 1.01 Entry into a Material Definitive Agreement.
As previously announced,
on September 18, 2018, Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), entered into an Agreement
and Plan of Merger with 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 a wholly-owned subsidiary of Parent (the “Merger Sub”),
dated as of that date (the “Agreement and Plan of Merger”, and as amended by Amendment No. 1 to Agreement and Plan
of Merger dated as of November 29, 2018 (“Amendment No. 1”), the “Merger Agreement”), pursuant to which,
among other things, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation
and becoming a wholly-owned subsidiary of Parent, upon the terms and subject to the conditions set forth therein.
On March 20, 2019,
the Company entered into Amendment No. 2 to Agreement and Plan of Merger dated as of that date (“Amendment No. 2 to the Merger
Agreement”), with Parent, and Merger Sub. Amendment No. 2 amended the Merger Agreement to extend the date after which Parent
or the Company may terminate the Merger Agreement if the Merger has not occurred by such date (the “Outside Date”)
from April 15, 2019 to July 15, 2019, in order to provide the parties with more time to obtain the approvals of the Washington
State Gambling Commission required in order to consummate the Merger. This termination right will continue to be unavailable to
Parent or the Company if the inaccuracy or breach of any representation, warranty, covenant, or agreement of such party set forth
in the Merger Agreement had caused, or resulted in, the failure of the Merger to be consummated on or before the revised Outside
Date.
Amendment No. 2 to
the Merger Agreement also amended the Merger Agreement to provide that if the Merger occurs after May 1, 2019, the per share merger
consideration will automatically increase by $0.02 (instead of $0.01) for each month following such date until (and including)
the date of the Merger (prorated by the number of days for partial months). Thus, as amended by Amendment No. 2 to the Merger Agreement,
the Merger Agreement now provides that the $2.50 per share merger consideration shall be automatically increased by (i) $0.01 for
each month following February 1, 2019 until (and including) the earlier of (x) the date of the Merger and (y) May 1, 2019 (prorated
by the number of days for partial months), plus (ii) if the Merger occurs after May 1, 2019, $0.02 for each month following such
date until (and including) the date of the Merger (prorated by the number of days for partial months).
The foregoing summary
of Amendment No. 2 to the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of (i) Amendment No. 2 to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report and is
incorporated herein by reference, (ii) the Agreement and Plan of Merger, which is incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed on September 18, 2018, and (iii) Amendment No. 1, which is incorporated by reference
to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 30, 2018.