SV Transaction Closing 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: December 17, 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))

Item 1.01. Entry into Material Definitive Agreement.

On December 17, 2015, Midway Gold Corp.’s (the “Company” or “our”), subsidiaries, Midway Gold US Inc. (“Midway”) and Nevada Talon LLC (“Talon,” and together with Midway, the “Sellers”) closed its transaction to sell Midway’s 30% undivided interest in its Spring Valley joint venture (the “Spring Valley Project”) with Barrick Gold Exploration, Inc. (“Barrick”), and certain related property owned by Sellers (collectively, the “Spring Valley Property”), to Solidus Resources, LLC (“Solidus”) by private sale for US$25 million on the terms set forth in the Asset Purchase Agreement (“APA”) between Sellers and Solidus. Sellers filed Motion for Entry of an Order (A) Authorizing the Private Sale of the Spring Valley Property Free and Clear of Liens, Claims, and Interests Pursuant to Sections 363(b) & (f) of the Bankruptcy Code, (B) Approving the Asset Purchase Agreement with Solidus Resources, LLC, (C) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (D) Granting Related Relief (the “Motion”) with United States Bankruptcy Court for the District of Colorado (the “Court”), in In re Midway Gold US Inc., et al, Case No. 15-16835 MER (the “Bankruptcy Case”), seeking approval of the transaction. The Court entered an order approving the Motion on December 15, 2015. The material terms of the APA are described in Item 1.01 of the Company’s Form 8-K filed on December 3, 2015 and are incorporated herein by reference.

The Docket related to the Bankruptcy Case, including the Motion, Court order approving the Motion, and all notices and documentation related to the Bankruptcy Case are available to the public at http://dm.epiq11.com/MGC/Docket.

Item 7.01. Regulation FD Disclosure.

On December 17, 2015, the Company issued the press release announcing that the Company’s subsidiaries completed the sale of their 30% interest in Spring Valley. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release 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.

	7
Exhibit	Description
99.1*	Press Release, Dated December 17, 2015

*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: December 18, 2015	By:	/s/William M. Zisch
		William M. Zisch President & Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1*	Press Release, Dated December 17, 2015

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

Midway and Waterton announce COMPLETION OF the sale and acquisition of Midway’s 30% Interest in Spring Valley

DENVER, CO – December 17, 2015 Midway Gold Corp. (“Midway”) through Midway’s subsidiary, Midway Gold US Inc., and Waterton Global Resource Management, Inc. (“Waterton”) jointly announce that they have completed the previously-announced sale of Midway’s 30% interest in the Spring Valley joint venture to a subsidiary of Waterton Precious Metals Fund II Cayman, LP for a total of US$25 million in cash.

Bill Zisch, President and CEO of Midway stated, “Closing the sale of our 30% interest in the Spring Valley property completes the realization of value for Midway and its stakeholders. This transaction is a significant step in Midway’s ongoing reorganization.”

“We are excited to integrate the Spring Valley property into our growing portfolio of high quality assets in favorable jurisdictions like the State of Nevada,” stated Isser Elishis, Chief Investment Officer of Waterton. “We are pleased to have completed this transaction, as well as our acquisition of Barrick’s 70% interest in Spring Valley,” continued Mr. Elishis.

Moelis & Company acted as financial advisor to Midway on the transaction.

Forward-Looking Statements

This press release contains forward-looking statements about the Midway Gold Corp. (the “Company”) and its business. Forward looking statements are statements that are not historical facts and include, but are not limited to, statements about potential outcomes in the Chapter 11 case filed in the United States Bankruptcy Court for the District of Colorado, whether the transaction would progress the Company’s reorganization efforts and other statements, estimates and expectations. Forward-looking statements are typically identified by words such as: “plan", "expect", "anticipate", "intend", "estimate", “budgeted” 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, modelling, engineering and other analysis; risk of inaccurate estimation of gold resources and reserves; the possibility that the estimated recovery rates and grades may not be achieved as modelled or projected; the possibility that capital and operating costs may be higher than currently estimated and may render operations uneconomic; 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; inherent, unanticipated and unknown risks associated with production activities; the possibility that required permits may not be obtained on a timely manner or at all; 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.

About Midway

Midway is an exploration and mining company in North America, with mineral properties located in Nevada and Washington. On June 22, 2015, Midway, and certain of its subsidiaries and affiliates, including, Midway Gold US Inc., filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Colorado. Additional information and other materials related to the restructuring, including documents filed with the Court, are available at http://dm.epiq11.com/MidwayGold.

About Waterton

Waterton is a leading mining-focused private equity firm dedicated to developing high quality precious and base metals projects located in stable jurisdictions. Waterton’s cross-functional, fully-integrated, in-house team of professionals have significant mining, financial and legal expertise. Waterton’s proactive approach to asset management, significant sector knowledge and ability to leverage extensive industry relationships has resulted in a strong track record of managing investments in the metals sector. Additional information about Waterton is available online at www.watertonglobal.com.

For More Information on Midway, Contact:

Midway Gold Corp.

Investor Relations: 720-979-0900

www.midwaygold.com

For More Information on Waterton, Contact:

Investors:

Waterton Precious Metals Fund II Cayman, LP
Cheryl Brandon - Partner, Investment Management
(416) 504-3500

Media:

Bayfield Strategy, Inc.

Riyaz Lalani

(416) 907-9365 or rlalani@bayfieldstrategy.com