On June 22, 2015, Midway Gold Corp., a British Columbia corporation (the “ Registrant ”), and certain of its subsidiaries and affiliates, including, MDW Pan LLP, Midway Gold US Inc., MDW Pan Holding Corp., MDW-GR Holding Corp., MDW Mine ULC, GEH (BC) Holding Inc., GEH (US) Holding Inc., Midway Services Company, MDW Gold Rock LLP, RR Exploration LLC, Nevada Talon LLC, Midway Gold Realty LLC and Golden Eagle Holding Inc. (collectively, the “ Subsidiaries ” and together with the Registrant, the “ Debtors ”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the District of Colorado (the “ Bankruptcy Court ”, and the filings therein, the “ Chapter 11 Filings ”). The Debtors sought Bankruptcy Court authorization to administer the chapter 11 cases (the “ Chapter 11 Cases ”) under the caption “ In re Midway Gold US Inc., et al .” Case No. 15-16835MER. The Registrant, MDW Mine ULC and GEH (BC) Holding Inc., each incorporated in British Columbia, are Debtors in the Chapter 11 Cases.  In addition, Midway Gold US Inc., in its capacity as the Foreign Representative, obtained ancillary relief in Canada on behalf of all Debtors, pursuant to the Companies’ Creditors Arrangement Act (Canada) R.S.C. 1985, c. C-36, as amended (the “ CCAA ”) in the Supreme Court of British Columbia (the “ Canadian Court ”) in Vancouver, British Columbia, Canada, to recognize the Chapter 11 Cases as “foreign main proceedings” under the applicable provisions of the CCAA.



On November 15, 2017, the Bankruptcy Court entered the Order Confirming Debtors’ Revised Second Amended Joint Chapter 11 Plan of Liquidation (the “ Confirmation Order ”), attached as Exhibit 99.1, confirming Debtors Revised Second Amended Joint Chapter 11 Plan of Liquidation (the “ Plan of Liquidation ”), attached as Exhibit 99.2, under the caption “ In re Midway Gold US Inc., et al .” Case No. 15-16835MER.

The Plan of Liquidation, among other things: (i) divides claims and equity interests into separate classes; (ii) specifies the property that each class is to receive, if any, under the Plan of Liquidation on account of allowed claims and interests; and (iii) contains other provisions necessary to implement the Plan of Liquidation.

The assets available for distribution under the Plan of Liquidation are comprised of: (i) Cash on hand; (ii) the Remaining Assets; (iii) the Retained Causes of Action; (iv) all proceeds of the foregoing; and (v) all other assets transferred to the Midway Liquidating Trust constituting Liquidating Trust Assets, as described in greater detail in the Disclosure Statement and the Plan of Liquidation. Except as otherwise set forth in the Plan of Liquidation, on the Effective Date all the then Equity Interests in the Debtors (including, without limitation, all notes, stock, instruments, certificates and other documents evidencing such Equity Interests) are deemed automatically cancelled and extinguished.

The Plan of Liquidation also provides for the appointment of the Liquidating Trustee and for the transfer of substantially all of the Registrant’s remaining assets to the Midway Liquidating Trust. The Liquidating Trustee will administer the Plan of Liquidation and the Midway Liquidating Trust. The Liquidating Trustee will also serve as a representative of the Registrant’s estate for the purpose of liquidating causes of action.

The Midway Liquidating Trust shall be established for the purpose of: (i) administering the Liquidating Trust Fund; (ii) resolving all Disputed Claims; (iii) pursuing the Retained Causes of Action; (iv) selling, transferring or otherwise disposing of the Remaining Assets; and (v) making all Distributions to the Beneficiaries provided for under the Plan of Liquidation, and, except as provided in the Plan of Liquidation, for all other purposes related to the administration of the Plan of Liquidation.

Key elements of the Plan of Liquidation include:



Additional information regarding the matters referenced above, including copies of the Plan of Liquidation and Disclosure Statement, are available at http://dm.epiq11.com/#/case/MGC/info . Capitalized terms used but not defined herein have the meaning ascribed to those terms in the Plan of Liquidation.









Exhibit Description

99.1 Order Confirming Debtors’ Revised Second Amended Joint Chapter 11 Plan of Liquidation

99.2 Revised Second Amended Joint Chapter 11 Plan of Liquidation