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: October 3, 2014

(Date of earliest event reported)

MIDWAY GOLD CORP.

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada	001-33894	98-0459178
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Point at Inverness, Suite 280 8310 South Valley Highway Englewood, Colorado	80112
(Address of principal executive offices)	(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Definitive Material Agreement

On October 3, 2014, Midway Gold Corp.’s (the “Company or “our”) subsidiary MDW Pan LLP, as borrower (“MDW”) entered into an amendment (the “Amendment”) amending the credit agreement (the “Credit Agreement”) with Commonwealth Bank of Australia (“CBA”), as administrative agent, collateral agent and the initial lender (CBA together with the Company and MDW are collectively referred to herein as, the “parties”).

The Amendment, among other things, amends the definitions of certain terms, updates the principal repayment dates and repayment amounts, and updates and makes other clarifying amendments to the Credit Agreement

The following description is a summary of the terms of the Amendment and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 hereto.

Item 7.01. Regulation FD Disclosure.

On October 7, 2014 the Company issued the press release announcing that the Company has implemented the hedges under the CBA financing. 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.

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Item 9.01. Exhibits.

Exhibit	Description
10.1	Amendment, dated October 3, 2014
99.1*	Press Release, dated October 7, 2014

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

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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: October 7, 2014	By:	/s/ Bradley J. Blacketor
		Bradley J. Blacketor
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
10.1	Amendment, dated October 3, 2014
99.1*	Press Release, dated October 7, 2014

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

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EX-10.1

EXHIBIT 10.1

October 3, 2014

Commonwealth Bank of Australia,

599 Lexington Avenue, 17th Floor

New York, NY 10022

Attn: Director, Project Finance

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 18, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among MDW Pan LLP, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the other Lenders named therein from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

1.   Amendments

In accordance with Section 15.01 of the Credit Agreement, the Borrower hereby requests that the Majority Lenders and the Administrative Agent evidence their approval and consent to the following by signing the signature pages for such parties attached hereto:

(a)   The definition of “Availability Period” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “the Economic Completion Longstop Date” in clauses (a)(ii) and (b)(ii) thereof with the words “the initial Principal Repayment Date”.

(b)   The definition of “Calculation Date” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “the Anticipated Economic Completion Date” in clause (b) thereof with the words “the initial Principal Repayment Date”.

(c)   The definition of “Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended by adding the following words after the last sentence thereto:

“For the avoidance of doubt, lease obligations arising under lease agreements for office space entered into in the ordinary course of business and on customary terms shall not constitute Indebtedness.”

(d)   The definition of “Principal Repayment Date” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “September 30, 2015” therein with the words “June 30, 2015”.

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(e)   Section 2.05(a) of the Credit Agreement is hereby amended by replacing the table set forth therein with the following table:

Principal Repayment Date	Repayment Amount (in U.S.$ millions)
June 30, 2015	7.75
September 30, 2015	14.90
December 31, 2015	4.00
March 31, 2016	1.90
June 30, 2016	0.25
September 30, 2016	1.45
December 31, 2016	4.00
March 31, 2017	10.75

(f)   Section 7.01(b)(iii) of the Credit Agreement is hereby amended by adding the words “and (C) the U.S.$300,000 bond provided by or on behalf of the Borrower pursuant to the Fuel Supply Agreement, dated as of September 5, 2014, between the Borrower and Thomas Petroleum, LLC” immediately prior to the “;” in the last line thereof.

(g)   Section 12.01(t) of the Credit Agreement is hereby amended by adding the words “from and after the Economic Completion Date” immediately prior to the “;” in the last line thereof.

(h)   Section 14.04(b)(v) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Secured Obligations due and payable to any Secured Party by the Borrower under or in connection with the Loan Documents;”

(i)   Schedule III (Risk Management Program) of the Credit Agreement is hereby replaced in its entirety with Schedule III attached hereto.

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2.   Consents and Approvals

In accordance with Section 15.01 of the Credit Agreement, the Borrower hereby requests that the Lenders and the Administrative Agent evidence their approval and consent to the following by signing the signature pages for such parties attached hereto:

(a)   Following delivery of (i) the Construction Progress Report for the month of September 2014, including evidence in detail of the Cost to Complete Test identifying the amount of Base Equity and Additional Equity required to satisfy the Cost to Complete Test (the “Required Equity Amount”) and (ii) evidence of the amount of funds deposited in or credited to the Proceeds Account as of the date of such Construction Progress Report (the “Proceeds Account Balance”), in each case satisfactory to the Administrative Agent, the Borrower shall be permitted to make a one-time Restricted Payment from the Proceeds Account in an amount not to exceed the lesser of (x) the Proceeds Account Balance less the Required Equity Amount and (y) U.S.$2,500,000.

(b)   The Borrower delivered to the Administrative Agent and the Technical Agent on October 2, 2014 an updated Financial Model under the file name “Pan Gold Base Case Financial Model v5.xlsm” (the “Updated Financial Model”). The parties agree that the existing Development Plan shall be deemed to be updated to reflect the Updated Financial Model (the Development Plan as so updated, the “Updated Development Plan”). The Borrower hereby certifies that the Updated Development Plan and the Financial Model (i) were prepared in good faith by the Borrower, (ii) are based on assumptions that are consistent with the requirements of the Transaction Documents, the Agreement Approvals, the Project Approvals and Applicable Law and that the Borrower considers to be reasonable in light of the conditions existing as of the delivery of the Update Development Plan and the Updated Financial Model and (iii) represent the Borrower’s best estimate of the information set forth therein as of the date of such delivery. Solely with respect to the Updated Development Plan and the Updated Financial Model referenced herein, the Majority Lenders hereby consent to the foregoing certification being provided in lieu of the Officer’s Certificates contemplated by Sections 9.01(d)(i) and 9.01(e)(i) of the Credit Agreement and approve such Updated Development Plan and Updated Financial Model.

3.   Additional Covenants

The Borrower covenants and agrees that, without limitation to the terms and conditions set forth in the Credit Agreement, the Borrower will deliver to the Administrative Agent on or before November 30, 2014:

(a)   an updated Development Plan, which shall (i) require the certifications and approvals contemplated under Section 9.01(d), (ii) be prepared by the Borrower using reasonable efforts to maximize consistency of the mine production schedule and tighten tolerance with respect to daily mined tonnages and (iii) include a detailed leach pad stacking and leaching plan (the “Stacking and Leaching Plan”) reasonably acceptable to the Administrative Agent that (A) determines the optimum operating parameters based on anticipated equipment deliveries and construction schedules and (B) includes (1) the tonnage of ore that will be placed on the Project’s leach pad, (2) the general layout of the stacking sequence, including ramps, piping and headers, and a description of how the drip tube will be laid out, (3) a detailed schedule showing when ore will be stacked, when piping will be completed and when cells will go under leach and (4) other details reasonably requested by the Administrative Agent (including, without limitation, the amount of ore that can be under leach at any given time given pumping capacities and the amount of time each cell will be under leach); and

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(b)   an updated Environmental Management Plan reflecting requests made by the Independent Engineer.

4.   Miscellaneous

This letter shall become effective as of the date first written above only upon receipt by the Borrower and the Administrative Agent of counterparts of (a) this letter executed by the Borrower, the Majority Lenders and the Administrative Agent and (b) the Consent and Reaffirmation attached hereto executed by each of the Guarantors, Guarantor Equity Pledgors and Equity Pledgors.

Upon the effectiveness of this letter, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as in effect after giving effect to this letter.

The Credit Agreement and each of the other Loan Documents are and shall continue to be in full force and effect and, except as otherwise waived in accordance with the terms hereof, are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this letter shall not, except as expressly provided herein, constitute a waiver of any provision of any of the Loan Documents.

In case any provision herein or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

This letter may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this letter by electronic means shall be effective as delivery of a manually executed counterpart of this letter.

This letter shall be governed by, and construed in accordance with, the law of the State of New York.

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[Signature pages follow]

MDW PAN LLP, as Borrower
By:	MDW Pan Holding Corp.,
its:	Managing Partner

By:	/s/ Bradley J. Blacketor
Name:	Bradley J. Blacketor
Title:	Treasurer

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COMMONWEALTH BANK OF AUSTRALIA, as Administrative Agent and Lender
By:	/s/ Nicholas Rees
Name:	Nicholas Rees
Title:	Director

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EX-99.1

EXHIBIT 99.1

Midway Places Gold Hedges as Required Under its Credit Facility for the Pan Gold Project

October 7, 2014

Denver, Colorado – Midway Gold Corp. ("Midway" or the "Company") (MDW:TSX, MDW:NYSE-MKT) announces that it has satisfied the gold hedging requirements under its project finance facility with Commonwealth Bank of Australia (“CBA”). Midway entered into commitments to deliver to CBA, at a flat forward price of $1,200/oz, 80,500 ounces of gold over a 23-month period commencing in May 2015. The hedging program provides price protection for the Company’s debt obligations and represents approximately 13% of estimated life-of-mine production from the Pan Gold Project.

Midway’s President and CEO stated, “We continue to deliver on major milestones as we progress toward gold production at Pan. The hedging program represents a crucial step required to draw on our loan with CBA. In addition to being a loan requirement, we believe this hedging program is certainly in our best interest through the operations startup and debt payback phase. This hedge provides additional confidence that Midway can meet its debt obligations in an uncertain gold price environment; it ensures we will be protecting a good portion of our operating costs while still retaining market upside for the preponderance of the gold at Pan.”

The project finance facility is comprised of two tranches: a project finance facility of US$45 million, plus a cost overrun facility of US$10 million. Advances under the project finance facility will bear interest at LIBOR plus 3.50% to 3.75%, and advances under the cost overrun facility will bear interest at the project finance facility rate plus 2.00%. The Company must satisfy additional customary conditions precedent to draw on the facility.

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October 7, 2014

Commonwealth Bank of Australia is a leading financier to the mining industry globally, with specialist multi-disciplinary teams in New York, London and throughout the Asia-Pacific region with extensive transaction experience and clients spanning single-asset emerging producers to global multi-national mining companies. Commonwealth Bank of Australia is among the ten largest banks in the world by market capitalization with an AA- credit rating from S&P and total assets of AUD 791 billion (approximately USD 696 billion) as at 30 June 2014.

ON BEHALF OF THE BOARD

"Kenneth A. Brunk"

Kenneth A. Brunk, 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, milestones, timing of gold production, financing plans, ability to draw on the project finance facility, ability to meet debt obligations, cover future operating costs and other statements, estimates or expectations. 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. There can be no assurances that the conditions precedent to draw on the project finance facility will be met or we will draw on the Project Finance Facility even if we complete the conditions precedent. 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.

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