Nevada Gold & Casinos (UWN) 8-K/A Completion of Acquisition or Disposition of Assets

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 Henderson, Nevada, on December 1, 2015. The Company is accounting for the acquisition of Club Fortune Casino in accordance with ASC 805 Business Combinations. The Company is currently in the process of determining the fair value of the assets and liabilities acquired in the acquisition of Club Fortune Casino in order to complete its purchase price allocation. The Company is also currently completing the working capital adjustment of the estimated working capital amount paid at the acquisition date.

The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet is presented as if the transaction had occurred on October 31, 2015 and the pro forma combined statements of operations for the six months ended October 31, 2015 and the unaudited pro forma combined statements of operations for the fiscal year ended April 31, 2015 are presented as if the transaction had occurred on May 1, 2015 and May 1, 2014, respectively. The unaudited pro forma financial information is based on the historical financial statements of the Company and of Club Fortune Casino and pro forma adjustments resulting from the acquisition of Club Fortune that are described in the Notes herein. The pro forma adjustments are based on currently available information and the actual adjustments may differ from the pro forma adjustments. The unaudited pro forma balance sheet and the unaudited pro forma statements of operations were derived using the preliminary fair value of the assets and liabilities acquired in the Club Fortune Casino acquisition. These fair values are subject to change as the Company completes the fair value determination process.

The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto included in the Nevada Gold & Casinos, Inc. 2015 Annual Report on Form 10-K for the fiscal year ended April 30, 2015 and the Quarterly Report on Form 10-Q for the six months ended October 31, 2015.

The unaudited pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessary indicative of Nevada Gold & Casinos, Inc.’s future consolidated results of operations or financial position.

Nevada Gold & Casinos, Inc.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF OCTOBER 31, 2015
	Nevada Gold & Casinos, Inc.			Club Fortune Casino		Adjustments				Pro Forma
Assets
Current assets
Cash and cash equivalents	$	8,513,482		$	1,489,945	($	1,357,179	)	I	$	8,646,248
Restricted cash		1,441,007			-		-				1,441,007
Accounts receivable, net		639,219			360,606		(356,446	)	A		643,379
Prepaid expenses		1,109,355			457,957		(428,198	)	A		1,139,114
Deferred tax asset, current portion		267,594			-		-				267,594
Notes receivable, current portion		301,221			-		-				301,221
Inventory and other current assets		330,264			87,635		(11,416	)	A		406,483
Total current assets		12,602,142			2,396,143		-2,153,239				12,845,046
Real estate held for sale		1,100,000			-		-				1,100,000
Notes receivable, net of current portion		1,107,670			-		-				1,107,670
Goodwill		16,028,625			-		2,831,434		A		18,860,059
Intangible assets		4,077,359			-		1,592,600		A,C		5,669,959
Property and equipment, net		3,794,401			14,207,914		(2,257,344	)	A		15,744,971
Deferred tax asset, net of current portion		2,773,568			-		-				2,773,568
Other assets		1,925,690			-		7,778		D		1,933,468
Total assets	$	43,409,455		$	16,604,057	$	21,229			$	60,034,741
Liabilities and Stockholders' Equity
Currrent liabilities
Accounts payable and accrued liabilities	$	1,172,598		$	390,269		(209,761	)	A	$	1,353,106
Accrued payroll and related		1,613,286			273,465		(198,229	)	A		1,688,522
Accrued player's club points and progressive jackpots		1,530,605			408,021		(5,800	)	A		1,932,826
Current portion of capital lease		-			48,175		96,844		A		145,019
Current portion of long-term debt		-			410,961		(170,961	)	A,B		240,000
Total current liabilities		4,316,489			1,530,891		(487,907	)			5,359,473
Long-term debt, net of current portion		6,740,000			5,386,984		8,373,016		A,B		20,500,000
Other long-term liabilities		556,993			-		-				556,993
Total liabilities		11,613,482			6,917,875		7,885,109				26,416,466
Stockholder's equity
Common stock		2,076,933			1		142,856		A,B		2,219,790
Additional paid-in capital		25,119,286			1,595,970		463,554		A,B		27,178,810
Retained earnings		11,531,789			8,090,211		(8,470,290	)	A,C		11,151,710
Treasury stock		(6,932,035	)		-		-				(6,932,035	)
Total stockholder's equity		31,795,973			9,686,182		(7,863,880	)			33,618,275
Total liabilites and stockholders'equity	$	43,409,455		$	16,604,057	$	21,229			$	60,034,741

Nevada Gold & Casinos, Inc.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 2015
	Nevada Gold & Casinos, Inc.			Club Fortune Casino			Adjustments				Pro Forma
Revenue
Casino	28,360,893			6,652,483			-				35,013,376
Food and beverage		4,922,187			1,579,574			-				6,501,761
Other		907,884			315,104			-				1,222,988
Gross revenues		34,190,964			8,547,161			-				42,738,125
Less promotional allowances		(2,113,975	)		(1,180,537	)		-				(3,294,512	)
Net revenues		32,076,989			7,366,624			-				39,443,613
Expenses
Casino		16,048,910			2,451,057			-				18,499,967
Food and beverage		2,608,717			1,008,272			-				3,616,989
Other		128,660			59,419			-				188,079
Marketing and administrative		8,183,095			2,729,193			380,079		C		11,292,367
Facility		985,221			302,798			-				1,288,019
Corporate		1,488,462			-			-				1,488,462
Depreciation and amortization		999,503			430,100			324,712		E		1,754,315
Loss (gain) on sale of assets		(161,430	)		179,716			-				18,286
Total operating expenses		30,281,138			7,160,555			704,791				38,146,484
Operating income		1,795,851			206,069			(704,791	)			1,297,129
Non-operating income (expense)
Interest income		50,630			-			-				50,630
Interest expense and amortization of loan issue costs		(213,620	)		(97,276	)		(230,127	)	F		(541,023	)
Interest rate swap expense		(30,326	)		-			(124,487	)	F		(154,813	)
Change in swap fair value		2,084			-			-				2,084
Income before income tax expense		1,604,619			108,793			(1,059,405	)			654,007
Income tax expense		(528,634	)		-			306,272		G		(222,362	)
Net income		1,075,985			108,793			(753,133	)			431,645
Per share information:
Net income per common share - basic and diluted	$	0.07									$	0.02
Weighted average common shares outstanding
Basic		16,453,307						1,190,476				17,643,783
Diluted		16,651,156						1,190,476				17,841,632

Nevada Gold & Casinos, Inc.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED APRIL 30, 2015
	Nevada Gold & Casinos, Inc.			Club Fortune Casino			Adjustments				Pro Forma
Revenue
Casino	56,710,812			13,322,511			-				70,033,323
Food and beverage		10,225,484			3,072,659			-				13,298,143
Other		1,782,013			458,441			-				2,240,454
Gross revenues		68,718,309			16,853,611			-				85,571,920
Less promotional allowances		(4,368,756	)		(2,182,863	)		-				(6,551,619	)
Net revenues		64,349,553			14,670,748			-				79,020,301
Expenses
Casino		31,795,905			4,861,723							36,657,628
Food and beverage		5,386,699			1,979,406							7,366,105
Other		275,181			131,819			-				407,000
Marketing and administrative		16,888,629			5,386,836			380,079		C		22,655,544
Facility		2,059,730			550,182			-				2,609,912
Corporate		2,443,805			-			-				2,443,805
Depreciation and amortization		2,168,003			1,292,611			217,013		E		3,677,627
Write downs and other charges		32,694			21,279			-				53,973
Total operating expenses		61,050,646			14,223,856			597,092				75,871,594
Operating income		3,298,907			446,892			(597,092	)			3,148,707
Non-operating income (expense)
Interest income		117,639			-			-				117,639
Interest expense and amortization of loan issue costs		(705,511	)		(181,434	)		(247,018	)	F		(1,133,963	)
Interest rate swap expense		(10,600	)		-			(229,401	)	F		(240,001	)
Change in swap fair value		(7,539	)		-			-				(7,539	)
Income before income tax expense		2,692,896			265,458			(1,073,511	)			1,884,843
Income tax expense		(885,819	)		-			244,972		G		(640,847	)
Net income		1,807,077			265,458			(828,539	)			1,243,996
Per share information:
Net income per common share - basic and diluted	$	0.11									$	0.07
Weighted average common shares outstanding
Basic		16,228,396						1,190,476				17,418,872
Diluted		16,345,795						1,190,476				17,536,271

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On November 30, 2015 Nevada Gold & Casinos, Inc. completed the acquisition of the Club Fortune Casino in Henderson, Nevada pursuant to an Asset Purchase Agreement dated May 22, 2015 between Gaming Ventures of Las Vegas, Inc., as Seller and Nevada Gold & Casinos LV, LLC, a wholly owned subsidiary of the Company, as Buyer.

The purchase price for the acquisition, exclusive of working capital, is $14,159,623 and 1,190,476 shares of restricted common stock of the Company for a total purchase price of $16,362,004.

The acquisition was financed pursuant to an Amended & Restated expansion of the Company’s existing Credit Agreement with Mutual of Omaha Bank. Under the Amended and Restated Credit Agreement dated November 30, 2015 (the “Amended Credit Facility”) the aggregate lending commitment is $23,000,000 and the maturity date has been extended to November 30, 2020.

The Amended Credit Facility is secured by liens on substantially all of the real and personal property of the Company and its subsidiaries. The interest rate on the borrowing is based on LIBOR plus an Applicable Margin, which will be determined quarterly, based on the total leverage ratio for the trailing twelve month period. The initial Applicable Margin is 4.5%.

The Amended Credit Facility contains customary covenants for a facility of this nature, including, but not limited to covenants requiring the preservation and maintenance of the Company’s assets and covenants restricting our ability to merge, transfer ownership, incur additional indebtedness, encumber assets and make certain investments.

To record the Club Fortune purchase transaction, including working capital, based on the company’s initial allocation of the purchase price:

Cash and cash equivalents	$	1,216,824
Accounts receivable, net		4,160
Prepaid expenses		29,759
Inventory and other current assets		76,219
Goodwill		2,831,434
Intangible assets		1,580,000
Property and equipment, net		11,950,570
Accounts payable and accrued liabilities		(180,508	)
Accrued payroll and related		(75,236	)
Accrued player's club points and progressive jackpots		(402,221	)
Capital lease		(145,019	)
Total consideration	$	16,885,982

Pro Forma Adjustments for the Unaudited Pro Forma Combined Balance Sheet as of October 31, 2015 and the Unaudited Pro Forma Statements of Operations for the Six Months Ended October 31, 2015 and the Twelve Months Ended April 31, 2015

A. To record the Club Fortune purchase transaction, including working capital, based on the company’s initial allocation of the purchase price:

	Club Fortune Casino		Purchase Price Allocation		Adjustment
Cash and cash equivalents	$	1,489,945	$	1,216,824	$	(273,121	)
Accounts receivable, net		360,606		4,160		(356,446	)
Prepaid expenses		457,957		29,759		(428,198	)
Inventory and other current assets		87,635		76,219		(11,416	)
Goodwill		-		2,831,434		2,831,434
Intangible assets		-		1,580,000		1,580,000
Property and equipment, net		14,207,914		11,950,570		(2,257,344	)
Total assets	$	16,604,057	$	17,688,966	$	1,084,909
Accounts payable and accrued liabilities	$	390,269	$	180,508	$	(209,761	)
Accrued payroll and related		273,465		75,236		(198,229	)
Accrued player's club points and progressive jackpots		408,021		402,221		(5,800	)
Current portion of capital lease		48,175		145,019		96,844
Current portion of long-term debt		410,961		-		(410,961	)
Long-term debt, net of current portion		5,386,984		-		(5,386,984	)
Total liabilities	$	6,917,875	$	802,984	$	(6,114,891	)
Common stock	$	1		-	$	(1	)
Additional paid-in capital		1,595,970		-		(1,595,970	)
Retained earnings		8,090,211		-		(8,090,211	)
Total stockholder's equity	$	9,686,182		-	$	(9,686,182	)

B. The purchase price was $16,362,004 plus working capital of $523,978. The acquisition was paid with $14,683,601 in cash funded by borrowing an additional $14 million, and issuing 1,190,476 shares of common stock, $0.12 par value per share, of the Company at $1.85 to the sellers for the remaining $2,202,381. The adjustment for consideration paid for Club Fortune Casino is as follows:

Cash	$	683,601
Current portion of long-term debt		240,000
Long-term debt, net of current portion		13,760,000
Common stock		142,857
Additional paid-in capital		2,059,524
	$	16,885,982

C. To record additional purchase transaction costs of $380,079 for professional fees expensed to Marketing and Administrative expense and $12,600 for licensing costs capitalized to Intangible Assets.

D. To record $7,778 of additional loan costs and related amortization.

E. To record $324,712 and $217,013 of depreciation and amortization adjustments for the six and twelve month periods, respectively, on the acquired assets:

	Estimated fair value		Estimated useful life
Land	$	2,100,000	n/a
Land improvements		200,000	15 years
Equipment		3,850,570	1 - 10 years
Building		5,800,000	39 years
Total property and equipment		11,950,570
Customer relationships		820,000	7 years
Tradename		650,000	7 years
Non-compete agreement		110,000	3 years
Goodwill		2,531,434	n/a
Total intangible assets		4,411,434
Purchase price, excluding working capital	$	16,362,004

	Six months ended October 31, 2015			Twelve months ended April 30, 2015
Estimated depreciation and amortization expense	$	754,812		$	1,509,624
Historical depreciation and amortization expense		(430,100	)		(1,292,611	)
Pro forma adjustments to depreciation expense	$	324,712		$	217,013

F. To record the net increase to interest expense resulting from interest on the amended loan agreement and swap agreement to finance the acquisition of Club Fortune (with a combined interest rate of 5.62%) and the amortization of $385,199 of new debt issuance costs (as follows).

	Six Months Ended October 31, 2015			Twelve Months Ended April 30, 2015
Elimination of interest expense and amortization of debt issuance costs – Club Fortune debt	$	(220,100	)	$	(655,394	)
Interest expense on amended loan agreement		442,695			883,167
Amortization of new debt issuance costs		7,532			19,245
Pro forma adjustments to interest expense	$	230,127		$	247,018
		Six Months Ended October 31, 2015			Twelve Months Ended April 30, 2015
Historical interest rate swap expense	$	(30,326	)	$	(79,524	)
Estimated interest rate swap expense		154,813			308,925
Pro forma adjustments to interest rate swap expense	$	124,487		$	229,401

G. To record the pro forma federal income tax expense at 34%.

H. To eliminate Club Fortune expenses that are not related to normal operations:

	Six Months Ended October 31, 2015		Twelve Months Ended April 30, 2015
Seller's debt costs	$	97,276	$	181,434

I. The adjustments to cash are as follows:

Working capital adjustment (Note A)	$	(273,121	)
Acquisition (Note B)		(683,601	)
Transaction costs (Note C)		(392,679	)
Loan costs (Note D)		(7,778	)
Pro forma adjustments to cash	$	(1,357,179	)