UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 7, 2014
(Date of earliest event reported)
MIDWAY GOLD
CORP.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada (State or Other Jurisdiction of Incorporation) |
001-33894 (Commission File Number) |
98-0459178 (IRS Employer Identification No.) |
|
Point at Inverness, Suite 280 (Address of principal executive offices) |
80112 (Zip Code) |
Registrant’s telephone number, including area code: (720) 979-0900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [_] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [_] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2014, Midway Gold Corp. (the “Registrant”) issued a press release announcing its first quarter financial results for the quarter ended March 31, 2014, as filed on May 7, 2014 with the United States Securities and Exchange Commission and the relevant Canadian securities commissions in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
As disclosed in Item 2.02 of this Current Report on Form 8-K above, on May 7, 2014, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing its first quarter financial results for the quarter ended March 31, 2014. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Exhibits.
The following exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
| Exhibit | Description |
| 99.1 | Press Release, dated May 7, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDWAY GOLD CORP. | ||
| DATE: May 7, 2014 | By: /s/ Bradley J. Blacketor Bradley J. Blacketor Chief Financial Officer | |
EXHIBIT INDEX
The following exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
| Exhibit | Description |
| 99.1 | Press Release, dated May 7, 2014 |
MIDWAY ANNOUNCES 2014 FIRST QUARTER FINANCIAL RESULTS
May 7, 2014
Denver, Colorado – Midway Gold Corp. (TSX and NYSE-MKT: MDW) (the “Company” or “Midway”) announces financial results for the period ended March 31, 2014. These results were filed today with the United States Securities and Exchange Commission in the Company’s quarterly report on Form 10-Q, and with the relevant securities regulators in Canada.
Recent Highlights
Pan Project
| · | Construction is underway |
| · | Discussions with a contract miner are almost complete |
| · | Financing is in progress |
Gold Rock Project
| · | The Draft Environmental Impact Statement is underway |
Spring Valley Project
| · | Midway formalized joint venture with Barrick at 70/30 |
| · | Barrick advanced the project to Pre-Feasibility in 2014 |
Results from Operations
The Company’s operating loss for the three months ended March 31, 2014 was $3,692,731 compared to $4,928,049 for the corresponding period in 2013. The decrease is primarily related to a reduction in spending on legal, audit and accounting and mineral exploration expenses. Legal, audit and accounting costs decreased during the three months ended March 31, 2014 in comparison to the three months ended March 31, 2013 due to the Company incurring significant legal, tax advisory and accounting fees during the three months ended March 31, 2013. Those costs in 2013 were surrounding the non-recurring restructuring of the Company’s subsidiaries. Mineral exploration expenditures decreased during the first quarter of 2014 as a result of the Company reducing exploration activities in order to preserve cash for construction of the Pan project. Offsetting these decreases was an increase in office and administration costs of $562,194 to $803,151 for the period ended March 31, 2014. The increase resulted from Pan general and administrative costs no longer being allocated to mineral exploration expenditures in conjunction with the commencement of construction in January 2014.
The Company realized other income of $684 in the current period compared to income of $10,860,975 during the same period of 2013. As a result of the change in the parent Company’s functional currency from the Canadian dollar to the U.S. dollar effective January 1, 2014, there was no gain or loss recorded on the change in the fair value of derivative liability for the three months ended March 31, 2014. The Company recorded a gain of $9,448,970 related to change in the fair value of derivative liability for three months ended March 31, 2013. Additionally, the Company recorded a foreign exchange loss of only $3,656 during the three months ended March 31, 2014 compared to a foreign exchange gain of $1,370,342 for the corresponding period of 2013 due to the change in functional currency.
The Company’s consolidated net loss attributable to common shareholders for the year ended March 31, 2014 was $6,691,466 or $0.05 basic and diluted loss per share compared to income of $3,600,270, or $0.03 basic and $0.02 diluted loss per share for the comparable period of 2013.
The financial information is presented in accordance with U.S. Generally Accepted Accounting Principles.
Condensed Consolidated Interim Balance Sheet
(Expressed in Canadian dollars) (unaudited)
| March 31, | December 31, | ||||
| 2014 | 2013 | ||||
| Assets | |||||
| Cash and Cash Equivalents | $ | 43,529,083 | $ | 51,363,302 | |
| Property, Equipment and Mine Development | 22,901,258 | 16,750,950 | |||
| Mineral Properties | 56,306,864 | 53,200,288 | |||
| Other Assets | 2,917,975 | 2,534,482 | |||
| Total Assets | $ | 125,655,180 | $ | 123,849,022 | |
| Current Liabilities | 4,879,438 | 5,836,501 | |||
| Long-Term Liabilities | 1,505,619 | 8,363,376 | |||
| Redeemable Preferred Stock | 48,541,241 | 47,482,972 | |||
| Shareholders’ Equity | 70,728,882 | 62,166,173 | |||
| Total Liabilities and Shareholders’ Equity | $ | 125,655,180 | $ | 123,849,022 | |
Condensed Consolidated Interim Statement of Operations
(Expressed in Canadian dollars, except shares) (unaudited)
| Three Months Ended | |||||
| March 31, | |||||
| 2014 | 2013 | ||||
| Operating Loss | $ | 3,692,731 | $ | 4,928,049 | |
| Other Income (Expense) | 684 | 10,860,975 | |||
| Net (Income) Loss Before Income Tax | 3,692,047 | (5,932,926) | |||
| Income Tax Recovery (Expense) | (404,602) | (55,374) | |||
| Net (Income) Loss | $ | 4,096,649 | $ | (5,877,552) | |
| Preferred Stock Cumulative Dividend | 1,536,548 | 1,419,732 | |||
| Accretion Of Redeemable Preferred Stock | 1,058,269 | 857,550 | |||
| Net (Income) Loss Attributable To Common Shareholders | $ | 6,691,466 | $ | (3,600,270) | |
| Weighted Average Number Of Shares Outstanding (Basic) | 132,928,870 | 128,451,298 | |||
| Basic (Income) Loss Per Share | $ | 0.05 | $ | (0.03) | |
| Weighted Average Number Of Shares Outstanding (Diluted) | 132,928,870 | 166,289,136 | |||
| Diluted (Income) Loss Per Share | $ | 0.05 | $ | 0.02 | |
Condensed Consolidated Interim Statement of Cash Flows
(Expressed in Canadian dollars) (unaudited)
| Three Months Ended | |||||
| March 31, | |||||
| 2014 | 2013 | ||||
| Cash and Cash Equivalents, Beginning of Period | $ | 51,363,302 | $ | 75,052,836 | |
| Net Cash Used in Operating Activities | (5,986,295) | (2,870,488) | |||
| Net Cash Used in Investing Activities | (3,719,093) | (1,982,433) | |||
| Net Cash Provided by (Used in) Financing Activities | (32,393) | - | |||
| Effect of Exchange Rate Changes on Cash: | 1,903,562 | 55,202 | |||
| Cash and Cash Equivalents, End of Period | $ | 43,529,083 | $ | 70,255,117 | |
As of March 31, 2014 the Company had a cash balance of $43,529,083 with working capital of $39,223,657. Consistent with the Company’s plans to move from a development stage company to a gold production company, its working capital balance will fluctuate as the Company uses its cash to fund exploration, development and construction activities and other operating expenses. In order to achieve planned production at the Pan project, the Company continues to explore financing options.
To review Midway’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, including the Company’s Management’s Discussion and Analysis, visit any of the following websites: www.sedar.com, www.sec.gov or www.midwaygold.com.
ON BEHALF OF THE BOARD
"Kenneth A. Brunk"
Kenneth A. Brunk, Chairman, President and CEO
About Midway Gold Corp.
Midway Gold Corp. is a precious metals company with a vision to explore, design, build and operate gold mines in a manner accountable to all stakeholders while assuring return on shareholder investments. For more information about Midway, please visit our website at www.midwaygold.com or contact Jaime Wells, Investor Relations Analyst, at (720) 979-0900.
Neither the TSX Exchange, its Regulation Services Provider (as that term is defined in the policies of the TSX Exchange) nor the NYSE MKT accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements about the Company and its business. Forward looking statements are statements that are not historical facts and include, but are not limited to, statements about the Company's intended work plans and resource estimates and potential offering of common shares of the Company from time to time. Forward-looking statements are typically identified by words such as: “may”, “should”, “plan”, “believe”, “predict”, “expect”, “anticipate”, “intend”, “estimate”, postulate” and similar expressions or the negative of such expressions or which by their nature refer to future events. The forward-looking statements in this press release are subject to various risks, uncertainties and other factors that could cause the Company's actual results or achievements to differ materially from those expressed in or implied by forward looking statements. These risks, uncertainties and other factors include, without limitation, risks related to the timing and completion of the Company's intended work plans, risks related to fluctuations in gold prices; uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold resources and reserves; the possibility that required permits may not be obtained on a timely manner or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial development or render operations uneconomic; the possibility that the estimated recovery rates may not be achieved; risk of accidents, equipment breakdowns and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; changes in interest and currency exchanges rates; local and community impacts and issues; environmental costs and risks; and other factors identified in the Company's SEC filings and its filings with Canadian securities regulatory authorities. Forward-looking statements are based on the beliefs, opinions and expectations of the Company's management at the time they are made, and other than as required by applicable securities laws, the Company does not assume any obligation to update its forward-looking statements if those beliefs, opinions or expectations, or other circumstances, should change. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.