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 29, 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 7.01. Regulation FD Disclosure.
On May 29, 2014, Midway Gold Corp. (the “Company”), the Company issued a press release announcing the Company’s offering of common shares in a public offering in the United States and Canada. A copy of the press release is attached to this report as Exhibit 99.1. 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 report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Exhibits.
| Exhibit | Description |
| 99.1* | Press Release, dated May 29, 2014 |
* The exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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 29, 2014 | By: | /s/ Bradley J. Blacketor |
| Bradley J. Blacketor Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit | Description |
| 99.1* | Press Release, dated May 29, 2014 |
* The exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
May 29, 2014
Press Release
MIDWAY GOLD ANNOUNCES US$25 MILLION BOUGHT DEAL
OFFERING OF COMMON SHARES
Denver, Colorado - Midway Gold Corp. (TSX and NYSE MKT:MDW) ("Midway Gold" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters, led by RBC Capital Markets and Haywood Securities Inc., under which the underwriters have agreed to buy 30,121,000 common shares of the Company ("Common Shares") at a price of US$0.83 per Common Share (the “Offering Price”), representing aggregate gross proceeds of US$25,000,430. In addition, the underwriters will also have an over-allotment option exercisable at any time until 30 days following the closing of the offering to increase the size of this offering by up to an additional 3,012,100 Common Shares for additional gross proceeds of up to US$2,500,043.
In connection with the offering, the Company has received consent from the holders of its Series A Preferred Shares to issue the Common Shares at an Offering Price less than the conversion price of US$1.85 pursuant to the rights granted to the holders of the Series A Preferred Shares. As consideration for obtaining the consent, the Company has agreed to issue an aggregate of 3,434,474 Common Shares to the Series A Preferred Shareholders, which equals an aggregate amount of US$2,850,613 at the Offering Price. The Common Shares to be issued as consideration for obtaining the consent of the Series A Preferred Shares do not form a part of the offering.
The Company intends to use the net proceeds of the offering to fund the construction and working capital for the Pan project, Gold Rock development and permitting, and general corporate purposes.
Closing of this offering is expected to be on or about June 6, 2014 and is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals (including the approval of the Toronto Stock Exchange and NYSE MKT LLC).
The prospectus supplement to the Company's short form base shelf prospectus dated December 5, 2012 filed with the securities commissions in British Columbia, Alberta and Ontario (the "Canadian Prospectus") and the prospectus supplement to the Company’s base prospectus dated November 14, 2012 included in the registration statement on Form S-3 filed with the Securities and Exchange Commission ("U.S. Prospectus") contain important information relating to these securities. Copies of the Canadian Prospectus will be available at www.sedar.com and copies of the U.S. Prospectus will be available at www.sec.gov, and copies of both the Canadian Prospectus and the U.S. Prospectus may be obtained in Canada from, RBC Capital Markets at RBC Capital Markets, Attention: Distribution Centre, 180 Wellington St. W., 8th Floor, Toronto, Ontario M5J OC2 fax: 416-313-6066, email: distribution@rbccm.com or in the U.S., Attention: RBC Capital Markets, LLC, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089; Fax: 212-428-6260, or from Haywood Securities Inc. & Haywood Securities (USA) Inc., Attention: Michelle Jankovich, Suite 700-200 Burrard Street, Vancouver, BC V6C 3L6; Phone: 604-697-7126; Fax: 604-697-7498; Email: mjankovich@haywood.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplements, the Canadian Prospectus or the U.S. Prospectus.
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.
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, the closing of this offering of Common Shares, the participation of Hale Capital Partners, LP in this offering, and the potential use of proceeds from this offering of Common Shares. 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.