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: September 9, 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 7.01. Regulation FD Disclosure.
On September 9, 2014, Midway Gold Corp. issued
a press release announcing the filing of a technical report on SEDAR entitled “NI 43-101 Technical Report on Resource, Spring
Valley Project” dated September 9, 2014. A copy of the press release is attached to this report as Exhibit 99.1. In accordance
with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release 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 report shall not be deemed an admission as to the materiality of any information in this report
on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Exhibits.
* 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: September 9, 2014 |
By: |
/s/ Bradley J. Blacketor |
|
|
Bradley J. Blacketor
Chief Financial Officer |
|
|
|
EXHIBIT INDEX
* The
exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
![](midway_ex991001.jpg)
MIDWAY GOLD FILES TECHNICAL REPORT FOR UPDATED
RESOURCE
AT SPRING VALLEY PROJECT, NEVADA
September 9, 2014
Denver, Colorado – Midway Gold Corp. ("Midway"
or the "Company") (MDW:TSX, MDW:NYSE-MKT) announces that it has filed a technical report (“the report”) entitled
“NI 43-101 Technical Report on Resource, Spring Valley Project” dated September 9, 2014. The report, by Gustavson Associates,
LLC, was prepared in accordance with National Instrument 43-101 in support of the Company's August 12, 2014 news release. The August
announcement detailed a measured, indicated and inferred mineral resource estimate for its Spring Valley Project in Pershing County,
Nevada. The mineral resource estimate is summarized in Table 1 and provides a reference to growth from the 2011 estimate. The technical
report can be found under the Company’s profile on SEDAR, available at www.sedar.com.
Table 1. Spring Valley Resource Growth
2011 MINERAL RESOURCE ESTIMATE1 |
à |
2014 MINERAL RESOURCE ESTIMATE2 |
RESOURCES |
TONNES |
GRADE |
CONTAINED |
|
TONNES |
GRADE |
CONTAINED |
|
(‘000s) |
(g/t) |
(‘000s oz) |
(‘000s) |
(g/t) |
(‘000s oz) |
Measured |
59,032 |
0.48 |
931 |
83,000 |
0.60 |
1,590 |
Indicated |
85,793 |
0.45 |
1,229 |
162,500 |
0.53 |
2,780 |
M&I |
144,825 |
0.46 |
2,160 |
245,500 |
0.55 |
4,370 |
Inferred |
103,935 |
0.59 |
1,971 |
71,100 |
0.47 |
1,070 |
Note: The tonnage and total ounces of gold for
resources were determined from the statistical block model. Average grades were calculated from the tonnage and total ounces and
then rounded to the significant digits shown. Calculations based on this table may differ due to the effect of rounding.
1Resources
as per Independent NI 43-101 Technical Report by Gustavson Associates, LLC (May 2011). The calculation uses a cutoff grade of 0.14
g/t. An updated report “Updated NI 43-101 Technical Report on the Spring Valley Project, Pershing County, Nevada”
dated November 29, 2012 was filed to clarify responsibilities of the Qualified Persons and to clarify language regarding capping,
density, and cut-off values. This updated report made no changes to the resource estimate.
2The Mineral Resource Estimate was
prepared by Gustavson Associates, LLC of Lakewood, Colorado. The estimate uses a cutoff grade of 0.14 g/t. Gustavson completed
the open pit mineral resources, with Zachary Black and Donald E. Hulse acting as the Qualified Persons.
Whittle Pit-Defined Spring
Valley Resources
The 2014 mineral resource estimate was
further analyzed by a Whittle pit optimization program to determine the portion of the resource which has the potential to be mined
by open pit methods based upon the current level of resource development. Open pit models were generated at gold prices ranging
between $1,100/oz and $1,700/oz in $200/oz increments. The results are listed below in Table 2. The $1,500/oz pit model was selected
as the base case due to a 3-year trailing average gold price of $1,543.83/oz. Please refer to the technical report filed today
on SEDAR for more information.
September
9, 2014 | | ![](midway_ex991003.jpg) |
Table 2. Whittle Pit Shell Mineral Resources
at Various Gold Prices at a 0.21 g/t Au Cutoff
|
MEASURED |
INDICATED |
M&I |
INFERRED |
PIT |
Tonnes |
Grade |
Contained |
Tonnes |
Grade |
Contained |
Tonnes |
Grade |
Contained |
Tonnes |
Grade |
Contained |
($/oz) |
(‘000s) |
(g/t) |
(‘000s oz) |
(‘000s) |
(g/t) |
(‘000s oz) |
(‘000s) |
(g/t) |
(‘000s oz) |
(‘000s) |
(g/t) |
(‘000s oz) |
$1,100 |
37,600 |
0.99 |
1,200 |
63,200 |
0.81 |
1,640 |
100,800 |
0.88 |
2,840 |
17,200 |
0.67 |
370 |
$1,300 |
45,400 |
0.97 |
1,410 |
72,200 |
0.80 |
1,860 |
117,600 |
0.86 |
3,270 |
19,600 |
0.73 |
460 |
$1,500 |
49,400 |
0.94 |
1,490 |
79,900 |
0.79 |
2,030 |
129,300 |
0.84 |
3,510 |
20,700 |
0.74 |
490 |
$1,700 |
56,000 |
0.86 |
1,550 |
83,100 |
0.79 |
2,120 |
139,000 |
0.82 |
3,660 |
21,200 |
0.73 |
500 |
Note: The
mineral resource was estimated using Leap Frog Kriging Grade Shell Estimation routine for domain definition and the Ordinary Kriging
estimation algorithm. Whittle pit optimization was used to determine potentially mineable tonnage. Measured, indicated and
inferred mineral classification was determined by the variography of each mineral domain. A complete description of the modeling
method, environmental and other project risks can be found in the full technical report. Mineral resources are not mineral reserves;
resources have no engineered economic viability and should not be considered economic to mine.
Spring Valley Project, Nevada
Spring Valley is a large porphyry-hosted gold
system located about 20 miles northeast of Lovelock in Pershing County, Nevada. Barrick achieved their earn-in by spending $38
million to earn a 70 percent interest in the project (see February 24, 2014 press release). The project is now run as a joint venture
with Barrick as manager. Midway converted its 30% interest into a 25% free-carried interest in Spring Valley and will be carried
to production, at which point Midway will pay back its share of development capital from production.
Barrick’s 2014 project budget is $17.4
million, which includes $9 million for continued in-fill drilling and $8.4 million for preparation of an internal pre-feasibility
study and other related project development expenditures. Planned development activities will include additional metallurgical
studies, hydrological studies, environmental baseline studies, and geotechnical wall rock stability studies required for mine planning.
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. The
Company’s business of mineral exploration has a high level of inherent risk. Although the Company is optimistic about the
potential of many of its projects, there is no guarantee that any mineral deposits will be economically feasible and that these
deposits will be put into production. The Company’s exploration and development activities may also be affected by a number
of risks, including environmental, metallurgical, financing, permitting, approval, legislative and other government risks which
are common to the industry and are referenced in greater detail in the Company’s annual report on Form 10-K.
September
9, 2014 | | ![](midway_ex991003.jpg) |
About The Resource Estimate
The resource estimate was prepared by Gustavson Associates in accordance
with the Canadian Securities Administrators (“CSA”) NI 43-101 and in compliance with the disclosure and reporting requirements
set forth in Companion Policy 43-101 CP and Form 101-F1 (June 2011). Resources have been classified in accordance with standards
as defined by the Canadian Institute of Mining, Metallurgy and Petroleum(CIM) “CIM Defintion Standards-For Mineral Resources
and Mineral Reserves”, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on December
17, 2010. The resource estimate was prepared for and on behalf of Midway Gold Corp and is not a work product of the Spring Valley
Joint Venture.
This release has been
reviewed and approved for Midway by David Mosch, Corporate Mining
Engineer at Midway, and a "qualified person" as that term is defined in NI 43-101.
For more information about Midway, please
visit our website at www.midwaygold.com or contact Jaime Wells, Investor Relations Analyst, at (877) 475-3642 (toll-free).
Neither the TSX its Regulation Services Provider (as that
term is defined in the policies of the TSX) 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, including plans for the further development
of the Spring Valley Project and plans for a preliminary economic assessment in relation to the Spring Valley Project. 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. These risks, uncertainties
and other factors include, without limitation, risks related to the timing and completion of 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.
September
9, 2014 | | ![](midway_ex991003.jpg) |
Cautionary note to U.S. investors concerning estimates of
reserves and resources: This press release and the documents referenced in this press release use the terms “reserve"
and "mineral resource“, which are terms defined under Canadian National Instrument 43-101 and the Canadian Institute
of Mining and Metallurgy Classification system. Such definitions differ from the definitions in U.S. Securities and Exchange Commission
("SEC") Industry Guide 7. Under SEC Industry Guide 7 standards, a "final" or "bankable"
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis
to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. The SEC normally only permits
issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage
and grade without reference to unit measures. The references to a “resource” in this press release and the documents
referenced in this press release are not normally permitted under the rules of the SEC. It cannot be assumed that all or
any part of mineral deposits in any of the above categories will ever be upgraded to Guide 7 compliant reserves. Accordingly, disclosure
in this press release and in the technical reports referenced in this press release may not be comparable to information from U.S.
companies subject to the reporting and disclosure requirements of the SEC.