<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Nevada Gold & Casinos, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056-6588
February 4, 2000
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Nevada Gold & Casinos, Inc., which will be held on Monday, March 6, 2000,
beginning at 3:00 p.m., Central Time, at the J. W. Marriott Hotel, in the
Harris/Hidalgo Room, 5150 Westheimer, Houston, Texas, 77056.
Information about the annual meeting, including matters on which
shareholders will act, may be found in the notice of annual meeting and proxy
statement accompanying this letter. We look forward to greeting in person as
many of our shareholders as possible.
Regardless of whether you plan to attend the meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
notice of annual meeting and proxy statement, please sign, date and return the
enclosed proxy in the stamped envelope included with this letter.
Sincerely yours,
/s/ H. Thomas Winn
- ---------------------------
H. Thomas Winn
PRESIDENT
<PAGE> 3
NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056-6588
-----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 6, 2000
-----------------------------------
The Annual Meeting of Shareholders of Nevada Gold & Casinos, Inc. (BSE:
UWN, OTC/BB: UWIN) (referred to as "UWIN"), will be held at the J.W. Marriott
Hotel, in the Harris/Hidalgo Room, 5150 Westheimer, Houston, Texas, 77056, on
Monday, March 6, 2000, at 3:00 p.m., Central Time, for the following purposes:
1. To elect four Directors to serve until the next annual meeting
of shareholders or until their successors have been elected
and qualified.
2. To ratify the selection of Pannell Kerr and Forster of Texas,
P.C., as auditors for UWIN for the fiscal year ending March
31, 2000.
3. To transact any other business that may properly come before
the meeting.
Shareholders of record at the close of business on January 18, 2000,
will be entitled to notice of, and to vote at, this meeting.
By Order of the Board of Directors,
/s/ William G. Jayroe
- -------------------------------
William G. Jayroe
SECRETARY
Dated: February 4, 2000
Please date and sign the enclosed proxy and return it at your earliest
convenience in the enclosed stamped envelope so that your shares will be voted
if you are not able to attend the annual meeting.
<PAGE> 4
NEVADA GOLD & CASINOS, INC.
-----------------------------------
PROXY STATEMENT
-----------------------------------
ANNUAL MEETING OF SHAREHOLDERS
MARCH 6, 2000
The Board of Directors of Nevada Gold & Casinos, Inc., a Nevada
Corporation (BSE: UWN, OTC/BB: UWIN) (referred to as "UWIN"), prepared this
proxy statement for the purpose of soliciting proxies for our Annual Meeting of
Shareholders. Our annual meeting will be held at the J.W. Marriott Hotel,
Harris/Hidalgo Room, 5150 Westheimer, Houston, Texas, 77056, at 3:00 p.m.,
Central Time, on Monday, March 6, 2000, unless adjourned or postponed. The Board
is making this solicitation by mail, and UWIN will pay all costs associated with
this solicitation.
This proxy statement and accompanying notice of annual meeting and
proxy are first being mailed to shareholders on or about February 4, 2000.
At the annual meeting, each share of UWIN common stock will be entitled
to one vote. The common stock is the only outstanding class of voting securities
of UWIN. Only shareholders of record on UWIN's books at the close of business on
January 18, 2000, will be entitled to vote at the annual meeting. A quorum is
necessary to transact business at the annual meeting. The presence at the annual
meeting, in person or by proxy, of holders of a majority of the shares
outstanding on January 18, 2000 constitutes a quorum. Abstentions and broker
non-votes will be counted towards a quorum. Abstentions will have the same
effect as a vote against a proposal.
On January 18, 2000, there were 10,147,750 shares outstanding and
entitled to vote.
Proxies received will be voted in accordance with the shareholders'
directions given in the proxies. In the absence of directions, shares will be
voted FOR the nominees for election as Directors named in this proxy statement
and FOR the proposed auditors. You may revoke your proxy at any time before it
is actually voted by:
o filing with the Corporate Secretary of UWIN, at or before the
annual meeting, but in any event prior to the vote, a written
notice of revocation bearing a date later than the proxy being
revoked;
o duly executing and submitting, prior to the annual meeting, a
subsequent proxy relating to the annual meeting; or
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 1
<PAGE> 5
o voting in person at the annual meeting (although attendance at
the annual meeting will not, in and of itself, constitute a
revocation of a proxy.)
You must send written notice revoking your proxy to the Corporate
Secretary at our executive offices, 3040 Post Oak Blvd., Suite 675, Houston,
Texas, 77056-6588.
COST OF SOLICITATION
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF MANAGEMENT AND THE BOARD
OF DIRECTORS OF UWIN. The cost of soliciting proxies on the accompanying form
will be paid by UWIN. Management will respond to shareholders' questions at the
Annual Meeting.
ANNUAL REPORT
Enclosed is a copy of our Annual Report on Form 10-KSB. We will provide
exhibits to the Annual Report on Form 10-KSB upon payment of the reasonable
expenses incurred by UWIN in furnishing these exhibits.
ITEM 1
ELECTION OF DIRECTORS
Pursuant to our Bylaws, the Board of Directors has set the number of
Directors at four, all of whom are proposed to be elected at the Annual Meeting.
If the enclosed proxy is signed and returned, it will be voted FOR the election
of all Directors to serve until the next annual meeting of shareholders or until
their successors have been duly elected and qualified, unless contrary
directions are given in your proxy. However, if any nominee becomes unavailable
or proves unable to serve for any reason, the proxy will be voted for the
election of any other person that the Board may select to replace the nominee,
unless the Board instead fixes the number of directors at less than four. The
Board has no reason to believe that the current nominees will not be available
or will prove unable to serve. Each Director has agreed to serve if elected.
Under Nevada corporation law, each of the nominees must receive a plurality of
the votes of shares of common stock present in person or by proxy at the meeting
to be elected as a director. A plurality means receiving the largest number of
votes, regardless of whether that number is a majority of the votes. Abstentions
will be counted as shares present at the meeting. Cumulative voting is not
allowed under our Bylaws.
Director Nominees:
H. THOMAS WINN, 59. Mr. Winn has been the Chairman, CEO, and President
of UWIN since January 1994. As President of Aaminex Capital
Corporation, he was responsible for the merger of the Colorado real
property into UWIN, and a portion of that real property was the basis
for UWIN's 43% ownership of the Isle of Capri Casino in Black Hawk,
Colorado. Mr. Winn has served as Chairman of Aaminex Capital
Corporation since 1983, and as President and CEO all but two of those
years. Aaminex Capital Corporation is a financial
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 2
<PAGE> 6
consulting and venture capital firm, involved in real estate, mining,
and environmental activities. Mr. Winn has formed numerous investment
limited partnerships and capital formation ventures that range from
motion pictures to commercial real estate and mining projects.
PAUL J. BURKETT, 78. Mr. Burkett was President of UWIN from 1991 until
January 1994, and is now a Director and Vice President of UWIN. Mr.
Burkett has been involved in the mining industry for over forty years,
and has also served on the Board of Directors of Aaminex Capital
Corporation for thirteen years. His business for the past five years
has concentrated on independent mining and real estate ventures. Mr.
Burkett has been President of Goldfield Resources, Inc., a wholly-owned
subsidiary of UWIN, since June 1998. In addition, Mr. Burkett has been
Chairman of the Board of Trustees of the Joshua Tree Retreat Center, a
400-acre retreat located in Joshua Tree, California, since 1998.
WILLIAM G. JAYROE, 43. Mr. Jayroe has been a Director since September
1995 and the Corporate Secretary of UWIN since March 1999. Mr. Jayroe
has two decades of technology development, sales, and management
expertise in the petrochemical field. He began his career with a
Fortune 500 global oilfield service company and left to begin his own
company, Turbeco, Inc., which was acquired by Flotek Industries, Inc.,
in late 1993. Mr. Jayroe was President and CEO of Flotek Industries,
Inc. (a public company), which is the parent corporation of USA
Petrovalve, Inc., and Turbeco, Inc., from May 1995 until October 1998.
Mr. Jayroe founded and has been the CEO of Hunter Global Partners since
September 1998, and Vice President/Strategic Business Development for
Applied Training Resources, Inc., a software company based in Houston,
Texas, since April 1999. Mr. Jayroe has served on the Board of
Directors of several private and public companies and is on the board
of advisors for several other companies. He has a BS in Industrial
Distribution from Texas A&M.
JAMES WONG, 53. Since February 1999, Mr. Wong has been the Chairman of
Restaurant Connections International, Inc., of which UWIN owns
approximately 30%. RCI owns Internacional Restaurantes do Brasil,
Ltda., which is the largest Pizza Hut franchisee in Brazil and operates
19 restaurants in Sao Paulo. In 1988, Mr. Wong founded Directions
International, a global consulting firm, where he worked as an external
change agent with clients such as American Express, ARCO, Budget
Rent-A-Car, Compaq, EDS, Hitachi, Honeywell, KFC, PepsiCo, Pizza Hut,
and other national and international corporations. Since 1997, Mr. Wong
has been Chairman and CEO of DI North America, through which he helps
clients form strategic alliances and joint ventures to capitalize on
emerging markets. A graduate of M.I.T., Mr. Wong served in the U.S.
Marine Corps during the Vietnam era before being recruited as a
turnaround manager and internal change agent by General Motors and
Frito-Lay.
COMMITTEES OF THE BOARD AND ATTENDANCE
The Board of Directors of UWIN presently has the following standing
committees:
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 3
<PAGE> 7
(A) THE AUDIT COMMITTEE is currently composed of Messrs. Jayroe and
Wong. The Audit Committee held one meeting during the last fiscal year, and it
is authorized to nominate our independent auditors and to review with the
independent auditors the scope and results of the audit engagement. The Audit
Committee is also authorized to review and assess our internal controls to
evaluate business risk and to ensure compliance with laws and regulations. The
Audit Committee is also authorized to review financial statements to reduce the
risk of material misstatements and to review the accounting principles that are
used.
(B) THE COMPENSATION COMMITTEE is currently composed of Mr. Jayroe, Mr.
Wong, and Mr. Winn. The Compensation Committee, which held two meetings during
our last fiscal year, recommends compensation levels for Executive Officers and
consultants of UWIN and is authorized to consider and make grants of options
pursuant to any approved Stock Option Plan and to administer the plan.
(C) THE TECHNICAL COMMITTEE is currently composed of Mr. Burkett, Mr.
Jayroe, and Mr. Winn. The Technical Committee, which held one meeting during our
last fiscal year, is responsible for the mining activities of UWIN.
UWIN has no nominating committee.
Five Directors' meetings were held during the last fiscal year. Each
Director attended at least 75% of all Board meetings and meetings of committees
of which each Director was a member, either in person or by telephone conference
calls.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires UWIN's Directors and
Officers, and the persons who beneficially own more than ten percent of the
common stock of UWIN, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Copies of all filed reports are required
to be furnished to UWIN pursuant to Rule 16a-3 promulgated under the Exchange
Act. Based solely on the reports received by UWIN and on the representations of
the reporting persons, UWIN believes that these persons have complied with all
applicable filing requirements during the fiscal year ended March 31, 1999,
except in the following instances. Mr. Wong did not timely file a Form 3 in
March 1999, when he was elected a Director of UWIN. He subsequently filed his
Form 3 in July 1999. Mr. Burkett did not timely file a Form 4 in December 1998.
He subsequently filed his Form 4 in February 1999. Mr. David McCaleb, former
Secretary of UWIN, did not timely file a Form 4 in December 1998, but
subsequently filed the Form 4 in February 1999. Winstock Mining Corp. (US)
("Winstock") did not timely file Form 4s for May, July, August, September,
October, and November 1998, but subsequently filed them all in February 1999.
The Board of Directors unanimously recommends a vote FOR the election
of each of the nominees listed above.
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 4
<PAGE> 8
ITEM 2
RATIFY THE ELECTION OF PANNELL KERR FORSTER OF TEXAS, P.C.,
AS UWIN'S INDEPENDENT AUDITORS
The Board of Directors would like the shareholders to ratify the
Board's January 19, 2000, action in appointing Pannell Kerr Forster of Texas,
P.C., as independent auditors for UWIN for the fiscal year ending March 31,
2000. The ratification requires the affirmative vote of a majority of the shares
of common stock present, or represented by proxy, and entitled to vote at the
Annual Meeting. The engagement of Pannell Kerr Forster of Texas, P.C., for audit
services has been approved by the Board of Directors.
A representative of Pannell Kerr Forster of Texas, P.C., our principal
accountants for the current year and the most recently completed fiscal year, is
expected to be present at the annual meeting of shareholders, will have the
opportunity make a statement, and will be available to respond to appropriate
questions.
In the event the appointment of Pannell Kerr Forster of Texas, P.C., as
independent auditors for the fiscal year 2000, is not ratified by the
shareholders, the adverse vote will be considered as a direction to the Board of
Directors to select other auditors for the following year. However, because of
the difficulty in making any substitution of auditors so long after the
beginning of the current year, it is contemplated that the appointment for
fiscal year 2000 will be permitted to stand unless the Board finds other good
reason for making a change.
The Board of Directors unanimously recommends a vote FOR the
ratification of the appointment of Pannell Kerr Forster of Texas, P.C., as
independent auditors for UWIN for the fiscal year ending March 31, 2000.
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 5
<PAGE> 9
EXECUTIVE OFFICERS
The Directors and Executive Officers of UWIN are as follows:
<TABLE>
<CAPTION>
NAME AGE OFFICE HELD
---- --- -----------
<S> <C> <C>
H. Thomas Winn 59 Chairman of the Board of
Directors, Chief Executive
Officer, and President
Paul J. Burkett 78 Vice President and Director
William G. Jayroe 43 Secretary and Director
James Wong 53 Director
</TABLE>
The following table contains compensation data for H. Thomas Winn,
UWIN's Chief Executive Officer, for the fiscal year ended March 31, 1999. No
Executive Officers other than the Chief Executive Officer received a salary
and/or bonus from UWIN during fiscal 1999 that met or exceeded $100,000.00. Mr.
Winn received perquisites and other personal benefits valued at not more than
10% of the total of the reported annual salary and bonus reported above.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
Name and Principal Other Annual
Position Year Salary Compensation
($) ($)
<S> <C> <C> <C>
H. Thomas Winn, 1999 $100,000(1) $ 3,000(2)
President/CEO 1998 $100,000(1) --
1997 $100,000(1) --
</TABLE>
(1) Mr. Winn, the President, Chief Executive Officer, and a Director of UWIN, is
also President of Aaminex. Through August 31, 1998, Mr. Winn was employed by
UWIN through a management agreement with Aaminex, which shares office space and
other expenses with UWIN. The terms of the agreement provided that UWIN would
pay $8,333 per month to Aaminex for the full-time services of Mr. Winn. As of
September 1, 1998, Mr. Winn is being paid directly by UWIN.
(2) Matching funds Mr. Winn received through his participation in UWIN's
employee 401(k) plan.
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 6
<PAGE> 10
Stock Options/Warrants
UWIN granted no stock options, warrants, or SARs to its Officers or
Directors during the fiscal year ended March 31, 1999. Since March 31, 1999, the
Board of Directors has granted options under the 1999 Stock Option Plan to each
member of the Board of Directors. In October 1999, the Board granted 100,000
options each to Directors H. Thomas Winn, Paul J. Burkett, and William G. Jayroe
for services rendered, with an exercise price of $2.06 per share and that expire
on October 8, 2004. In addition, the Board granted 50,000 options each to
Directors Winn, Burkett, Jayroe, and Wong for services rendered, with an
exercise price of $2.06 per share and that expire on October 8, 2004.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised In-
Securities Underlying the-Money
Shares Acquired Options/SARs at FY- Options/SARs at
Officer on Exercise Value Realized End (#) Exercisable/ FY-End ($) Exerc-
Name (#) ($) Unexercisable isable/Unexercis.
- -------------------------- --------------- -------------- --------------------- -----------------
<S> <C> <C> <C> <C>
H. Thomas Winn, President,
CEO, Director 8,334 $23,960.25 10,000 exercisable $2,500.00
0 unexercisable
</TABLE>
Long-Term Incentive Plan
UWIN granted no long-term incentives to any or its Officers or
Directors during the fiscal year ended March 31, 1999.
Compensation of Directors
UWIN's Directors receive no standard compensation for their services as
Directors, but are reimbursed their travel expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
As of January 18, 2000, 10,147,750 shares of common stock of UWIN were
outstanding. The following table sets forth the ownership of any person
(including any "group") known to UWIN to be the beneficial owner of more than 5%
of any class of UWIN's outstanding voting stock.
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 7
<PAGE> 11
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Name and Address Amount and Nature of
Title of Class of Beneficial Owner Beneficial Owner Percent of Class
-------------- ------------------------------------- ---------------- ----------------
<S> <C> <C> <C>
Winstock Mining Corp. (US)
Common Stock 1506-2008 Fullerton Ave. 1,591,044 14.9%
North Vancouver, BC V7P 3G7
Aaminex Capital Corp.(1)
Common Stock 3040 Post Oak Blvd., Suite 675 1,136,846 10.65%
Houston, Texas 77056-6588
Clay County Holdings, Inc.(2)
Common Stock 3040 Post Oak Blvd., Suite 675 2,626,344 24.6%
Houston, Texas 77056-6588
</TABLE>
(1) Aaminex owns 176,371 shares outright, and 960,475 shares are the subject of
an option agreement to exercise the shares held by Winstock.
(2) The President of Clay County Holdings, Inc., David K. McCaleb, is the
son-in-law of H. Thomas Winn, UWIN's President and CEO.
Security Ownership of Management
The following table sets forth the ownership of UWIN common stock by
all Officers and Directors as of January 18, 2000.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Name and Address Amount and Nature of
Title of Class of Beneficial Owner Beneficial Owner Percent of Class
-------------- ------------------------------------- ---------------- ----------------
<S> <C> <C> <C>
H. Thomas Winn, CEO, President, and
Common Stock Director(1)
3040 Post Oak Blvd., Suite 675 1,305,180 12.22%
Houston, Texas 77056-6588
Paul J. Burkett, Vice President and
Common Stock Director(2)
P.O. Box 761 413,698 3.87%
Goldfield, Nevada 89013
William G. Jayroe, Secretary and
Common Stock Director(3)
3040 Post Oak Blvd., Suite 675 182,088 1.71%
Houston, Texas 77056
James Wong, Director(4)
Common Stock 2329 Coit Road, Suite B 50,000 .47%
Plano, Texas 75075
Common Stock All Officers and Directors as a group 1,950,966 18.27%
(4 persons)
</TABLE>
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 8
<PAGE> 12
(1) Except for 8,334 shares and options to purchase 160,000 shares that are
owned by Mr. Winn, all of the shares listed are controlled directly or
indirectly through Aaminex, of which Mr. Winn is President. Aaminex has an
option agreement with Winstock to purchase up to 960,475 of Winstock's shares,
and the number of shares set forth above with this footnote include these
960,475 shares. As long as the options remain unexercised, Mr. Winn exercises no
voting or investment power with respect to the shares subject to the option
agreement.
(2) Included in Mr. Burkett's beneficial ownership are options to purchase
160,000 shares.
(3) Included in Mr. Jayroe's beneficial ownership are options to purchase
160,000 shares.
(4) All of Mr. Wong's beneficial ownership consists of options to purchase
50,000 shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective December 31, 1996, the Board of Directors and the holders of
UWIN's common stock having at least a majority of the voting power of the
shares, approved and authorized the issuance of 500,000 shares of preferred
stock at $10 par value per share. UWIN subsequently issued 141,490 shares of 12%
cumulative preferred stock, $10 par value, for a value of $1,414,900, to cancel
certain indebtedness owed to Clay County Holdings, Inc. ("CCH") and to Aaminex.
CCH received 98,700 shares of preferred stock and Aaminex received 42,790 shares
of preferred stock. These shares are redeemable at any time by UWIN at par
value. During the year ended March 31, 1999, UWIN paid dividends on the
preferred stock totaling $200,000. At March 31, 1999, and 1998, the undeclared
cumulative dividends on the preferred stock that remains outstanding and unpaid
totals $142,865 and $173,077, respectively. At December 31, 1999, the undeclared
cumulative dividends on the preferred stock that remains outstanding and unpaid
totals $268,108.
As of March 31, 1999, Gold Mountain Development, L.L.C. ("GMD"), a
wholly-owned subsidiary of UWIN, loaned CCH $1,306,547 that is collateralized by
CCH's and Aaminex's 141,490 shares of preferred stock in UWIN. Of this amount,
CCH in turn loaned Restaurant Connections International, Inc. ("RCI"), $600,000.
CCH also loaned RCI an additional $251,338 during the year ended March 31, 1999.
From April 1, 1999, through December 31, 1999, GMD loaned CCH an additional
$74,815.
UWIN assisted RCI in the financing of United States Service Company
("USSCO"), a food and beverage equipment installation and service company, as
part of RCI's long-term growth plans. As a result, (1) UWIN holds a $750,000
note receivable from USSCO, and (2) RCI and UWIN hold options to purchase stock
in USSCO. In addition, UWIN has the opportunity to increase its ownership
interest in RCI.
All of the loans referenced above are payable on demand and bear
interest at the rate of 12% per annum.
During the year ended March 31, 1998, Paul Burkett, a Director of UWIN,
loaned GMD $76,800, and this loan was redeemed on June 11, 1998, for 45,025
shares of UWIN's restricted
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 9
<PAGE> 13
common stock. Also during the year ended March 31, 1998, CCH loaned GMD
$377,900, which has been paid.
OTHER MATTERS
The Board knows of no other business to come before the annual meeting.
However, if any other matters are properly brought before the annual meeting,
the persons named in the accompanying form of proxy or their substitutes will
vote in their discretion on those matters.
STOCKHOLDER PROPOSALS
Proposals of shareholders that the shareholders intend to present at
the next Annual Meeting must be received at the principal executive offices of
UWIN, not later than 12:00 noon on April 17, 2000, in order to have them
included in the proxy statement, or by June 30, 2000, for possible consideration
at the meeting, which is expected to take place on September 18, 2000. Direct
any proposal to the attention of our Corporate Counsel for consideration for
inclusion in our proxy statement. All proposals must fully comply with the rules
and regulations of the Securities and Exchange Commission.
By Order of the Board of Directors
/s/ H. Thomas Winn
---------------------------------------
H. THOMAS WINN, Chief Executive Officer
and President
February 4, 2000
Houston, Texas
PROXY STATEMENT/NEVADA GOLD & CASINOS, INC./FEBRUARY 4, 2000 PAGE 10
<PAGE> 14
PROXY
This Proxy is solicited on behalf of the Board of Directors of
Nevada Gold & Casinos, Inc.
Annual Meeting of Shareholders
The shareholder whose name appears below acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement for Nevada Gold & Casinos, Inc.
("UWIN"), each dated February 4, 2000, and appoints William G. Jayroe, Secretary
and a Director of UWIN, and James Wong, a Director of UWIN, and each of them,
proxies and attorneys-in-fact, with full power of substitution to each, on
behalf and in the name of the shareholder named below, to represent the
shareholder at the Annual Meeting of Shareholders of Nevada Gold & Casinos,
Inc., to be held on March 6, 2000, at 3:00 p.m., Central Daylight Time, in the
Harris/Hidalgo Room at the J.W. Marriott, 5150 Westheimer, Houston, Texas,
77056, and at any adjournment(s) of the meeting, and to vote all shares of
common stock that the shareholder whose signature appears below would be
entitled to vote if the shareholder were personally present, as follows:
<TABLE>
<CAPTION>
1. Management recommends that shareholders vote "FOR" each of the nominees for the Board of Directors listed below:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
H. Thomas Winn [ ] FOR [ ] AGAINST Paul J. Burkett [ ] FOR [ ] AGAINST
James Wong [ ] FOR [ ] AGAINST William G. Jayroe [ ] FOR [ ] AGAINST
2. Management recommends that shareholders vote "FOR" ratification of the selection of Pannell Kerr Forster of Texas, P.C.,
as auditors-of-record for the 2000 fiscal year ending March 31, 2000. [ ] FOR [ ] AGAINST
</TABLE>
<PAGE> 15
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED AT THE DISCRETION OF THE PROXY HOLDER.
Either of the attorneys or substitutes shall have, and may exercise, all
of the powers of attorneys-in-fact under this Proxy.
<TABLE>
<S> <C> <C> <C>
Date Date
--------------------------------------- ----------------------------------------
Signature Signature
--------------------------------------- ----------------------------------------
Printed Name Printed Name
------------------------------------ ------------------------------------
</TABLE>
[THIS PROXY SHOULD BE READ, SIGNED BY THE STOCKHOLDER(S) EXACTLY AS HIS OR
HER NAME APPEARS ON THIS PROXY, AND RETURNED PROMPTLY IN THE ENCLOSED ENVELOPE.
PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD STATE THAT FACT. IF SHARES ARE
HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH PERSONS NEED TO SIGN THIS
PROXY.]
