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: June 12, 2015

(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))

2014

Item 5.07. Submission of Matters to a Vote of Security Holders

Results of Annual General Meeting of Shareholders

On June 11, 2015, Midway Gold Corp. (the “Company”) held its 2014 Annual General and Special Meeting of Shareholders at its offices of located at 8310 S. Valley Hwy., Englewood, Colorado, at 10:00 a.m. (Colorado time). Shareholders representing 169,501,450 shares or 77.7% of the shares authorized to vote (218,061,605) were present in person or by proxy, representing a quorum for the purposes of the Company’s 2015 Annual General and Special Meeting (the “Meeting”).

Number of Directors

At the Meeting, the shareholders approved a resolution to set the number of directors of the Company’s board of directors to six directors, as follows:

Proposal	Votes For		Votes Against		Abstentions		Broker Non-Votes
Set number of directors of the Company’s board of directors to seven.		162,118,268		4,107,959		0		0

Election of Directors

At the Meeting, the shareholders elected the following director nominees to serve on the Company’s board of directors until the Company’s 2015 Annual General and Special Meeting of Shareholders or until their successors are duly elected and qualified, as follows:

Nominee	Votes For (Number)		Votes Withheld (Number)		Broker Non-Votes
Timothy J Haddon		122,355,200		3,661,617		43,484,633
Martin M Hale Jr		109,043,937		16,972,880		43,484,633
Richard P Sawchak		119,787,937		6,229,054		43,484,633
Frank S Yu		110,870,960		15,145,857		43,484,633
William M Zisch		120,455,405		5,571,412		43,484,633
Trey Anderson		37,837,838		0		0

Ratification of the Appointment of Auditors

At the Meeting, the shareholders approved a resolution to ratify the appointment of KPMG LLP to serve as the Company’s auditor for the Company’s 2015 fiscal year and to authorize the Company’s board of directors to fix the remuneration to be paid to KPMG LLP, as follows:

Proposal	Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of the Appointment of Auditors		166,468,558		3,032,892		0		0

Ratification of Resolution Approving Executive Compensation

The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:

Proposal	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of a resolution to amend the Company’s Articles and Notice of Articles to grant the holders of the Company’s Series A Preferred Stock, certain corporate governance and nomination rights in the event the Company fails to redeem the Series A Preferred Stock upon demand		35,415,290		56,038,910		0		40,209,412

The resolution to approve the Preferred Shares Rights Proposal, requiring a two-thirds majority vote, was not approved, and under the terms of the Side Letter, the Company will be required to seek shareholder approval for the Preferred Shares Rights Proposal at each subsequent annual or special meeting of the Company.

Item 7.01. Regulation FD Disclosure.

On June 12 2015, Midway Gold Corp. (the “Registrant”) issued a press release announcing the results of its 2015 Annual General and Special Meeting of Shareholders. 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 7.01 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 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 June 12, 2015

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:  June 12, 2015		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 March 16, 2015

EX-99.1

 

MIDWAY ANNOUNCES RESULTS OF ITS

2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS

DENVER, CO – June 12, 2015 – Midway Gold Corp. (TSX and NYSE-MKT: MDW) (the “Company” or “Midway”) today announces the results of its 2015 Annual General and Special Meeting of Shareholders (the “Meeting”) held in Englewood, Colorado on June 11, 2015.

Election of Directors:

At the Meeting, all nominees listed in the management information and proxy circular for the Meeting were elected as directors of the Company. Detailed results of the vote by ballot are as follows:

Nominee	Votes For (Number)	Votes For (Percent)	Votes Withheld (Number)	Votes Withheld (Percent)
Timothy J. Haddon	122,355,200	97.1%	3,661,617	2.9%
Martin M. Hale, Jr.	109,043,937	86.5%	16,972,880	13.5%
Richard P. Sawchak	119,787,763	95.1%	6,229,054	4.9%
Frank S. Yu	110,870,960	88.0%	15,145,857	12.0%
William M. Zisch	120,455,405	95.6%	5,571,412	4.4%
Trey Anderson*	37,837,838	100%	-	-
*Preferred Director Nominee elected by Series A Preferred Shareholders voting as a separate class

 

1

June 12, 2015

Number of Directors

At the Meeting, the shareholders approved a resolution to set the number of directors of the Company’s board of directors at six, including one Preferred Holder Director to be elected by the holders of the Company’s Series A Preferred Shares. Detailed results of the vote by ballot are as follows: 162,118,268 votes for and 4,107,959 votes against setting the number of the board of directors of the Company at six.

Ratification of the Appointment of Auditors

At the Meeting, the shareholders approved a resolution to ratify the appointment of KPMG LLP as the Company’s auditor for the fiscal year ending December 31, 2015 as follows: 166,468,558 votes for and 3,032,892 votes against ratification of KPMG LLP.

Proposal to Approve Advisory Resolution

The shareholders voted at the Meeting to approve an advisory (non-binding) resolution regarding the compensation of our named executive officers. The results of this vote was as follows: 117,886,561 votes for and 8,130,255 votes against this resolution.

Special Meeting Proposal to Amend the Company’s Articles Resolution

The proposed Amendment to the Articles of the Company regarding Section 26.7(3)(i) was voted upon by the shareholders at the Special Meeting portion of the Meeting. The shareholders voted against the approval of the proposed amendment to grant the holders of the Company’s Series A Preferred Shares preferential governance and nomination rights in the event the Company fails twice to redeem the Series A Preferred Shares. The results of this vote was as follows: 35,415,290 votes for and 56,038,910 votes against this resolution.

2

June 12, 2015

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.

Midway Gold Corp.

Investor Relations phone: 720-979-0900

www.midwaygold.com

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 may contain 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 regarding the vesting of the inducement options: “may”, “should”, “plan”, “believe”, “predict”, “expect”, “anticipate”, “intend”, “estimate”, postulate”, “target” 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, potential delay of material deliveries, ability to meet debt covenants and obligations, risks related to fluctuations in gold prices; uncertainties related to raising financing 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; ability to meet loan and financing covenants in the future; 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.

3