8-K

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: August 18, 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
8310 South Valley Highway
Englewood, Colorado (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 1.01 Entry Into a Material Definitive Agreement.

As further disclosed in Item 5.02 of this Current Report on Form 8-K, on August 18, 2014, Dr. Roger Newell retired from Midway Gold Corp.’s (the “Registrant”) board of directors (the “Board”). In connection with Dr. Newell’s retirement, the Registrant and Dr. Newell entered into an advisory agreement (the “Advisory Agreement”) dated August 18, 2014.

Pursuant to the Advisory Agreement, for a period of one year from the effective date of the Advisory Agreement, Dr. Newell agreed to provide the Registrant with advisory services including, but not limited to, technical or commercial advice regarding mining properties and assistance at the request and direction of the Registrant’s management, provide general advice regarding prevailing commercial practices and industry trends and assist in special projects as may be reasonably assigned by the Registrant’s management. The Registrant shall compensate Dr. Newell $4,166.67 per month and shall reimburse Dr. Newell for reasonable and necessary registration fees, membership fees, travel, transportation and lodging expenses and other expense up to a maximum amount of $20,000.00 per year. The Advisory Agreement contains customary representations and warranties.

The foregoing description of the Advisory Agreement is a summary of the material terms thereof and is qualified in its entirety by the complete text of the Advisory Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Haddon Appointment

On August 18, 2014, Timothy J. Haddon was appointed to the Board to serve as Chairman of the Board and to serve on the Registrant’s Environment, Health and Safety Committee and the Executive Search Committee. The Board has determined that Mr. Haddon is independent (as determined in accordance with Rule 10A-3 of the United States Securities Act of 1934, as amended, and the NYSE MKT Company Guide) and financially literate.

Mr. Haddon currently serves as chairman of the board of Thomson Creek Metals Co Inc. Mr. Haddon is currently the President, Chief Executive Officer, a director and 50% owner of International Natural Resource Management Co., a private company which invests in and provides consulting services to the mining industry. Mr. Haddon has held those positions since 2002. Mr. Haddon served as a director of Alacer Gold Corp. (previously named Anatolia Minerals Development Limited), a gold mining company listed on the Toronto and Australian Stock Exchanges, from September 1998 to September 2013 and served as Chairman from May 2003 to February 2011 and again from August 2011 to September 2013. From April 2010 to December 2013, Mr. Haddon served as a director of International Tower Hill Mines Ltd., a mining company listed on the Toronto Stock Exchange (the "TSX"), and from May 2009 to December 2013, Mr. Haddon served on the advisory board of Pala Investments AG, a fund focused on investments associated with the mining industry. From August 2006 until September 2007, Mr. Haddon served as a director of NewWest Gold Corporation, and, from October 2005 until May 2007, Mr. Haddon served as director of Ascendant Copper Corporation. Mr. Haddon has served as a director of publicly traded companies since 1989, and has held the position of CEO at multiple mining companies including Amax Gold Inc., where Mr. Haddon served as the President and Chief Executive Officer from 1989 to 1993. Mr. Haddon serves on the Board of Trustees of the Colorado School of Mines, where Mr. Haddon obtained a Bachelor of Science in Mining Engineering.

In connection with his appointment to the Board, the Board granted Mr. Haddon stock options exercisable to acquire 350,000 common shares at an exercise price of US$.99 per common share, being the closing price of the Registrant’s common shares on the NYSE MKT on August 18, 2014. The stock options are exercisable for a period of up to five (5) years from the grant date (the “Grant Date”) and shall vest 1/3 vest one year from the Grant Date. After one year 1/12 vest every three (3) months, such that options are fully vested in 3 years.

Mr. Haddon is not related by blood or marriage to any of the Registrant’s directors or executive officers or any persons nominated by the Registrant to become directors or executive officers. The Registrant has not engaged in any transaction with Mr. Haddon or a person related to Mr. Haddon had a direct or indirect material interest. To the Registrant’s knowledge, there is no arrangement or understanding between any of officers or directors and Mr. Haddon pursuant to which Mr. Haddon was selected to serve as a director.

Newell Retirement

On August 18, 2014, Roger Newell retired from the Board. Dr. Newell’s retirement was not the result of any disagreement with the Registrant. Dr. Newell has been a member of the Board since December 2009. The Registrant would like to than Dr. Newell for his service.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Advisory Agreement is hereby incorporated into this Item 5.02 by reference.

Item 7.01. Regulation FD Disclosure.

On August 19, 2014, the Registrant issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1 announcing the appointment of Mr. Haddon as Chairman of the Board of the Registrant and the retirement of Dr. Newell from the Board. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press releases attached hereto 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.

Exhibit	Description
10.1	Advisory Agreement, dated August 18, 2014
*99.1	Press Release, dated August 19, 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: August 19, 2014	By:	/s/ Bradley J. Blacketor
		Bradley J. Blacketor Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Advisory Agreement, dated August 18, 2014
*99.1	Press Release, dated August 19, 2014

*The exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

EX-10.1

ADVISORY AGREEMENT

This Advisory Agreement (“Agreement”) is made and entered into by and between Midway Gold Corp. (“Company”), and Roger A. Newell (“Advisor”), effective the 18th day of August, 2014 (the “Effective Date”). Advisor and Company are referred to herein as the “Parties.”

WHEREAS, Advisor is a retired director of the Company and has knowledge of the Company, its properties and its business (the “Business”);

WHEREAS, Advisor has experience, know-how, qualifications, authority and expertise to provide consultation and advice to Company with respect to the exploration and development of mining properties (the “Industry”);

WHEREAS, Company desires to retain Advisor as an independent advisor to use Advisor’s experience, know-how, qualifications and expertise in connection with its Business under terms and conditions set forth in this Agreement; and

WHEREAS, Advisor desires to serve as an independent Advisor and to provide advisory services and expertise related to the Company’s Business for the consideration set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises, warranties and representations hereinafter set forth, Company and Advisor agree as follows:

1. TERM

The term of this Agreement will be for one year commencing on the Effective Date (the “Term”), unless earlier terminated as hereinafter provided.

2. LOCATION AND INDUSTRY CONFERENCES

2.1. Advisor’s services conducted for Company, and the Company’s obligations, hereunder shall be conducted only with respect to the Business and may be conducted at the Advisor’s location or a location of the Advisor’s selection.

2.2. Advisor may, at the Company’s reasonable direction or at the Advisor’s reasonable discretion, serve as a representative of the Company, subject to the limitations set forth herein, at up to four (4) conferences, conventions, educational programs or seminars per year that are related to the Industry or the Business (“Conferences”). Advisor shall provide the Company and its management with reports or briefings of useful information, materials and/or trends that may be beneficial to the Company and its Business.

2.3. In accordance with Company’s normal policies for expense reimbursement, Company will reimburse Advisor for all reasonable and necessary registration fees, membership fees, travel, transportation and lodging expenses, and other expenses (in the aggregate amount not to exceed $20,000 per year) incurred by Advisor in connection with the attendance at Conferences, subject to the presentment of receipts or other documentation acceptable to Company.

3. DUTIES OF ADVISOR

Except as otherwise expressly provided below, during the Term:

3.1. Advisor shall perform the work and services (“Services”) set out in Appendix A attached hereto and made a part hereof.

3.2. Advisor shall perform Services diligently and in accordance with sound and generally accepted industry standards and all applicable laws. During the Term of this Agreement, Advisor shall devote such portion of his time, attention, skill and energy to the Company as may be reasonably required to perform the Services required by this Agreement, and shall assume and perform to the best of its ability such of the Services required under this Agreement or as the Company shall request from Advisor from time to time under the terms of this Agreement.

3.3. Advisor shall avoid any impropriety or conflicts that would reasonably be expected to have a material adverse effect on the Company or the Business. Advisor shall act in Company’s best interests in the furtherance of the Business and shall not (i) make representations about the Company or its business that are untrue, misleading or inconsistent with written materials prepared by Company, (ii) disparage any competitor of Company or (iii) take any other action that would reasonably be expected to damage the reputation or goodwill of the Company. Advisor shall perform the Services related to the Business exclusively for the benefit of Company. In no event shall Advisor perform services for projects that directly conflict with Advisor’s performance of Services under this Agreement.

3.4. Advisor shall be solely responsible for the payment of all federal, state or local taxes payable with respect to all amounts paid to Advisor under this Agreement; provided, however, that if a taxing authority determines in writing that Company is liable for collection and/or remittance of any such taxes, Company may withhold compensation payable under this Agreement in such amount as may be reasonabl/mated to provide for such remittance of taxes by Company, and Advisor shall promptly reimburse Company for all such additional payments that Company has theretofore made.

3.5. Advisor shall maintain reasonably complete written records of its activities undertaken on behalf of Company in connection with the Services, such records to be the property of Company, and Advisor shall submit written reports to Company for additional records at such times as Company may reasonably request.

4. WARRANTIES, REPRESENTATIONS, COVENANTS AND ETHICAL OBLIGATIONS OF THE PARTIES

4.1. Advisor warrants, represents and acknowledges that:

2

(a) Advisor has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.

(b) Advisor is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with its execution, delivery and performance of this Agreement.

(c) Advisor is qualified to assist Company and that Advisor has obtained any licenses, permits or authorizations or completed any registrations required by applicable law to perform the Services.

(d) Advisor has received a copy of Company’s Code of Ethics, and Advisor will do nothing in the performance of the Services which will be in conflict with the Code of Ethics or any applicable laws.

4.2. Advisor shall give prompt notice to Company if Advisor has failed to materially comply with or has breached any of its warranties, representations or obligations hereunder. The warranties and representations and obligations herein shall survive termination of this Agreement for a period ending two years after the end of the Term, unless otherwise expressly provided in this Agreement.

5. INDEPENDENT CONTRACTOR

5.1. Advisor shall perform all Services as an independent contractor and not as an employee, agent, partner or joint venturer of Company. Neither Advisor nor any Advisor Affiliate shall be an agent or employee of Company, and neither Advisor nor any affiliate of Advisor shall have any right to bind Company.

5.2. Advisor shall not, on Company’s behalf, negotiate or enter into any agreements or hold itself out as authorized to do so, nor do anything else which would obligate Company to third parties without Company’s prior consent. Advisor is not authorized to act on behalf of Company, and Advisor shall not represent to third parties that it is authorized to act on behalf of Company without Company’s prior consent.

5.3. Advisor is not entitled to any benefit or participate in any benefit plan that Company may provide for its employees; provided, however, the foregoing shall not prohibit the Company, in its discretion, from granting Awards to Advisor under the Company’s 2013 Stock and Incentive Plan.

6. COMPENSATION FOR SERVICES

6.1. Company shall pay Advisor, or such other person as Advisor shall direct Company in writing, as complete compensation for Services, as follows: an Advisor fee of four thousand one hundred sixty six dollars and sixty seven cents (US$4,166.67) per month.

3

7. NO ASSIGNMENT

7.1. Advisor shall not delegate or assign any of its rights or obligations under this Agreement.

8. CONFIDENTIALITY

8.1. Advisor shall keep confidential all information provided by Company which is designated as proprietary or confidential or developed by Advisor hereunder. Such information shall be the property of Company. Advisor shall not disclose any such proprietary or confidential information to any third party except with Company’s prior written consent. Company shall own all intellectual property rights and copyrights in such information. This obligation shall not apply to information which (a) is or becomes part of the public domain or is publicly disclosed by a source other than Advisor, (b) is or has been disclosed to Advisor from a source other than Company without violation of any obligation of confidentiality or (c) is independently developed by Advisor other than for purposes of this Agreement prior to Advisor’s receipt of such information from Company.

8.2. The obligations in this Article 8 shall survive termination of this Agreement for one (1) year.

9. TERMINATION

9.1. This Agreement may be terminated by the Advisor upon 60 days written notice.

9.2. This Agreement may be terminated by Company prior to the end of the Term under the following circumstances:

(a) In the event of Advisor’s death

(b) In the event Employee becomes Disabled. “Disabled” means that due to a physical or mental impairment, to perform the essential functions of the Services, with or without reasonable accommodation.

(c) For cause, which shall include (i) the gross neglect or willful failure or refusal of Advisor to perform the Services; (ii) the engaging by Advisor in misconduct which is injurious to Company, monetarily or otherwise; (iii) perpetration of an intentional and knowing fraud against or affecting Company or any customer, supplier, client, agent or employee thereof; (iv) conviction (including conviction on a nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude; or (v) the breach by Advisory of any covenant set forth in this Agreement.

4

10. CHOICE OF LAW AND FORUM; RESOLUTION OF DISPUTES

10.1. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Colorado, United States of America, without regards to conflicts of laws principles, except for any statute of the United States of America which would require application of another country’s law.

10.2. All disputes relating to or arising out of this Agreement shall be venued in the appropriate state or federal courts in Englewood, Colorado, as to which jurisdiction Company and the Advisor hereby consent.

10.3. In no event shall either party be liable to the other for any consequential, indirect, incidental, or punitive damages arising out of, or in connection with, this Agreement.

11. NOTICES AND COMMUNICATIONS

All notices, consents and other communications provided for herein shall be in writing and shall be properly given when delivered in person or when sent by facsimile to the following addresses:

To Company:

Company:       Midway Gold Corp.
Address:         8310 South Valley Highway, Suite 280
                      Englewood, CO 80112
Phone:            720-979-0900
Attn:               Legal Department

           Fax:                720-979-0898

To Advisor:

Name:     Roger A. Newell
Address: 1781 Larkspur Drive

                         Golden, CO 80401

Notices will be deemed effective on delivery for personal delivery, 24 hours after transmission by facsimile or e-mail and 72 hours after transmission by reputable international delivery service. Either party may change the above addresses and numbers by giving notice of the change to the other party.

12. MISCELLANEOUS

12.1. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof, and no prior promises or agreements, written or oral, express or implied, shall be of any force or effect.

5

12.2. This Agreement may be modified or amended only by written instrument executed by both Parties.

12.3. No waiver by either party of any default or breach by the other party shall be construed as a waiver of any future default or breach. No waiver of breach or default shall be implied from the acceptance of any payment or service.

12.4. The headings used in this Agreement are for convenience only and shall not be used for purposes of construction or interpretation.

IN WITNESS WHEREOF, the undersigned have entered into the Agreement, intending to be legally bound thereby.

Executed this 18th day of August, 2014.

COMPANY

Midway Gold Corp.

By: /s/ Bradley J. Blacketor

Bradley J. Blacketor

Chief Financial Officer & Senior Vice President

ADVISOR

/s/ Roger A. Newell

Roger A. Newell

6

APPENDIX A

TO ADVISOR AGREEMENT

Any work or services pursuant to this Agreement that Advisor performs for Company or any Affiliate of the Company during the Term shall be considered Services under this Agreement. Any goods or documents that Advisor provides to Company or any Affiliate of the Company in connection with such Services shall be considered as provided under this Agreement.

SERVICES

Advisor shall perform the following Services without specific request from Company:

a. Advisor will provide the Company with technical or commercial advice regarding mining properties and assistance at the request and direction of the Company’s management.

b. Provide general advice regarding prevailing commercial practices and industry trends in the Industry.

c. Advisor shall assist with special projects as may be reasonably assigned by the Company’s management.

EX-99.1

MIDWAY APPOINTS TIMOTHY HADDON AS NON-EXECUTIVE CHAIRMAN

August 19, 2014

Denver, Colorado – The board of directors of Midway Gold Corp. ("Midway" or the "Company") (MDW:TSX, MDW:NYSE-MKT) on August 18 appointed Timothy Haddon as the Company’s new non-executive chairman.

On August 6, with Ken Brunk’s decision to retire as Chairman & CEO, the Board of Directors announced its intent to move forward with the following leadership and governance changes:

・        To separate the Chairman & CEO roles and appoint a new, non-executive Chairman, and

・        To conduct a search for the new CEO, to lead Midway as it becomes an operating gold mining company

The Board is now very pleased to announce the appointment of Timothy Haddon as the new non-executive Chairman of Midway, effective immediately, with Ken Brunk continuing to serve as President & CEO until the new CEO is appointed. Mr. Haddon will replace Mr. Roger Newell on the Board, who has retired from the Board after 5 years as a director.

With regard to this appointment, Mr. Brunk stated, “We believe Mr. Haddon is an excellent addition to our company especially given his experience with bringing companies to production and through their first years of operation. As well, on behalf of the full Board, I’d also like to thank Roger Newell for his services. Roger has served as a director for Midway since December 2009 and has been a joy to work with. He has brought a breadth of knowledge to Midway and we are pleased that has agreed to continue to serve Midway in an advisory role.”

 

1

August 19, 2014

Mr. Haddon is extremely well qualified for this new role as non-executive Chair of Midway given his extensive background and strong track record in mining. He is currently Chairman of Thompson Creek Metals and President & CEO of International Resource Management Co. a private company, which invests in and provides consulting services to the mining industry. His past board memberships include Alacer Gold Corp, International Tower Hill Mines Ltd., Pala Investments AG, NewWest Gold Corporation, and, Ascendant Copper Corporation. He was President and CEO of Amax Gold Inc. from 1989 to 1993.

Mr. Haddon also serves on the Board of Trustees of the Colorado School of Mines, where he obtained a Bachelor of Science in Mining Engineering.

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.

2

August 19, 2014

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. Other risks, uncertainties and 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.