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Private Placement of Securities Generates Additional $1.45 Million For Southwest Casino Corporation


MINNEAPOLIS - Southwest Casino Corporation (OTCBB:SWCC) has announced that it has raised an additional $1.45 million from the sale of its common stock with accompanying warrants. Southwest completed a second closing on a private placement of its securities to select institutional and accredited investors on February 26, 2007. The Company sold approximately 2.66 million shares of common stock at a purchase price of $0.55 per share. In addition, the Company issued warrants to purchase 0.4 shares of its common stock for each share of common stock purchased, or approximately 1.06 million shares in total. The warrants have an exercise price of $0.61 per share, a term of five and one half years and are first exercisable six months after the closing date of this transaction. The securities purchase agreement requires the Company to file a Registration Statement on Form SB-2 within 10 days of the closing of the transaction and use its best efforts to have the Registration Statement declared effective within 120 days or 150 days depending on certain circumstances as outlined in the agreement. Midtown Partners & Co. LLC (“Midtown Partners”) served as placement agent in connection with the transaction and received their fee in shares of the Company’s common stock and warrants. In consideration for their services, Southwest will issue to Midtown Partners approximately 187,000 shares of common stock with warrants to purchase approximately 75,000 shares on the same terms as the offering and approximately 103,000 shares at a price of $1.00 per share.

With this closing and the Company’s previously announced closing on January 24, 2007, Southwest raised a total of approximately $4.1 million in this offering. The Company sold to investors an aggregate of approximately 7.45 million shares of its common stock and issued warrants to purchase approximately 2.98 million shares at a price of $0.61 per share. In addition, Southwest issued to Midtown Partners an aggregate of approximately 503,000 shares of its common stock, warrants to purchase approximately 201,000 shares on the same terms as the offering, and warrants to purchase approximately 277,000 shares at a price of $1.00 per share.

The securities offered in this placement have not been registered under the Securities Act of 1933, as amended, or state securities laws, and cannot be offered or sold in the United States absent registration with the United States Securities and Exchange Commission (SEC) or an applicable exemption from the registration requirements. This Press Release does not constitute an offer to sell or solicitation of an offer to buy any securities and is being issued under Rule 135c of the Securities Act of 1933.


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