SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HALE MARTIN M JR

(Last)

(First)

(Middle)

570 LEXINGTON AVENUE

49TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2012

3. Issuer Name and Ticker or Trading Symbol
Midway Gold Corp [ MDW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value (the "Common Shares")	8,080,435	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	07/06/2012	⁽³⁾	Common Shares	2,031,249	$1.85	I	See footnotes⁽¹⁾⁽²⁾
Series A Preferred Shares	⁽⁴⁾	⁽⁴⁾	Common Shares	37,837,838	⁽⁵⁾	I	See footnotes⁽²⁾⁽⁶⁾

Explanation of Responses:

1. The securities reported herein are held by (i) Hale Capital Partners, LP, a Delaware limited partnership ("HCP") and (ii) EREF-MID, LLC, a Delaware limited liability company ("EREF-MID").

2. Martin M. Hale, Jr. ("MH") is the Chief Executive Officer of HCP. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of Hale Fund Management, LLC, a Delaware limited liability company ("HFM"). HFM is (i) the manager and an equity holder of INV-MID (as defined below), (ii) the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP, the sole member of HCP-MID (as defined below) and (iii) the manager of each of EREF-MID and EREF MID II (as defined below). Each of MH, HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

3. The Warrant Indenture dated as of July 6, 2012 by and between the Issuer and Computershare Trust Company of Canada, as the warrant agent, which governs the terms and conditions of the reported Warrants, provides that the Warrants will be exercisable at any time prior to 5:00 p.m. (Vancouver time) on that date which is 18 months after July 6, 2012 (the "Expiry Time"). The Warrant Indenture allows the Issuer to accelerate the Expiry Time of the Warrants to a date 30 days after giving notice to the Warrantholder if the Issuer's Common Shares trade at a closing price of greater than $2.10 per share for a period of 20 consecutive trading days on the NYSE MKT LLC.

4. The Series A Preferred Shares are expected to be issued on or around December 13, 2012. The Series A Preferred Shares are convertible at any time after they are issued, at the holder's election, and have no expiration date. The Series A Preferred Shares accrue dividends which may, under certain circumstances, be paid in Common Shares.

5. One Series A Preferred Share is convertible into one Common Share.

6. The securities reported herein will be held by (i) HCP-MID, LLC, a Delaware limited liability company ("HCP-MID"), (ii) EREF-MID II, LLC, a Delaware limited liability company ("EREF-MID II") and (iii) INV-MID, LLC, a Delaware limited liability company ("INV-MID"). HFM is the manager of INV-MID, but as manager does not have voting or investment power of the Series A Preferred Shares of INV-MID or the Common Shares underlying the Series A Preferred Shares of INV-MID.

Remarks:

Nathaniel Klein ("NK"), a current director of the Issuer and a Vice President of HCP, serves on the Board of Directors of the Issuer as a representative of HFM. On or around December 13, 2012 NK will resign as a director of the Issuer and MH will be appointed as a director by the Board of Directors of the Issuer in his place. Accordingly, HCP-MID, EREF-MID, EREF-MID II, INV-MID, HCP, HFP, HFM, HCM and MH may be deemed to be directors by deputization.

	/s/ Martin M. Hale, Jr.	12/03/2012
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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