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 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.) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Zisch Appointment
As previously reported on Midway Gold
Corp.’s (the “Registrant”) Current Report on Form 8-K filed with the United States Securities and Exchange
Commission on October 15, 2014 (the “Previous 8-K”), William M. Zisch was appointed to serve as the Registrant’s
President and Chief Executive Officer with such appointment to be effective no later than December 10, 2014, pursuant to an Employment
Agreement dated, October 14, 2014 by and between the Registrant and Mr. Zisch (the “Employment Agreement”).
On December 11, 2014, Mr. Zisch was
appointed to the Registrant’s Board of Directors (the “Board”).
Mr. Zisch is eligible to participate
in the Registrant’s 2013 Stock and Incentive Plan.
Mr. Zisch is not related by blood or
marriage to any of the Registrant’s directors or executive officers or any persons nominated by the Registrant to become
directors or executive officers. Other than the Employment Agreement as described in the Previous 8-K with such description hereby
incorporated herein by reference, the Registrant has not engaged in any transaction with Mr. Zisch or a person related to Mr. Zisch
had a direct or indirect material interest. To the Registrant’s knowledge, there is no arrangement or understanding between
any of officers or directors and Mr. Zisch pursuant to which Mr. Zisch was selected to serve as a director.
Brunk Retirement
On December 11, 2014 Ken Brunk retired
from the Board. Mr. Brunk’s retirement was not the result of any disagreement with the Registrant. The Registrant would like
to than Mr. Brunk for his service.
Item 7.01. Regulation FD Disclosure.
On December 12, 2014, the Registrant issued
the press release attached to this Current Report on Form 8-K as Exhibit 99.1 announcing the appointment of Mr. Zisch as a member
of the Board of the Registrant and the retirement of Mr. Brunk from the Board. On December 9, 2014, the Registrant issued the press
release attached to this Current Report on Form 8-K as Exhibit 99.2 reporting on the employment inducement award of Stock Options
to Mr. Zisch. 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.
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.
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MIDWAY GOLD CORP. |
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| DATE: December 12, 2014 |
By: |
/s/ Bradley J. Blacketor |
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Bradley J. Blacketor
Chief Financial Officer |
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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 REPORTS EMPLOYMENT INDUCEMENT AWARD PURSUANT TO SECTION
711(a) OF THE NYSE MKT COMPANY GUIDE
DENVER, CO – December 9, 2014 –
Midway Gold Corp. (TSX and NYSE-MKT: MDW) (the “Company” or “Midway”) today announces that it will grant
a one-time employment inducement stock option to William Zisch, Midway’s new President and Chief Executive Officer, as part
of Mr. Zisch’s previously disclosed compensation package. Midway announced the appointment of Mr. Zisch to serve as President
and Chief Executive Officer on October 15, 2014, which appointment will be effective December 10, 2014.
Effective December 10, 2014, Midway granted Mr. Zisch two
inducement options as follows: (i) an inducement stock option exercisable to acquire 1,000,000 common shares and (ii) a second
inducement stock option exercisable to acquire a certain number of common shares, which calculated based upon the Black Scholes
valuation method, provides a value of $500,000 for such option on the date of the grant. The inducement options will have an exercise
price equal to the closing price of Midway’s common shares on the grant date. Each inducement option expires 10 years from
the grant date and shall vest subject to Mr. Zisch’s continued employment as follows: 1/3 on the first anniversary of the
grant date, and an additional 1/12 every three months thereafter. The inducement options were made outside the Company's existing
shareholder approved equity incentive plans and were approved by the compensation committee of the Company's board of directors
as an inducement material to Mr. Zisch entering into employment with the Company in reliance on Section 711(a) of the NYSE MKT Company Guide,
which requires this public announcement. For further details regarding Mr. Zisch’s employment and compensation, please see
the Company’s Current Report on Form 8-K filed on October 15, 2014 with the United States Securities and Exchange Commission.
| December 9, 2014 |
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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.
Jaime Wells, 720-979-0900
Investor Relations
jwells@midwaygold.com
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 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 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. There can be no assurances that the conditions precedent to make additional draws on the project debt
package will be met or we will make additional draws on the project debt package 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, 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.
MIDWAY GOLD WELCOMES WILLIAM M. ZISCH AS CEO
DENVER, CO – December 12, 2014 –
Midway Gold Corp. (TSX and NYSE-MKT: MDW) (the “Company” or “Midway”) announces the arrival of William
M. Zisch as the Company’s new President and Chief Executive Officer, effective December 10. On December 11, Midway’s
Board of Directors appointed Mr. Zisch as a member of the Board and Mr. Ken Brunk gave his resignation.
Mr. Zisch stated, “It is an honor for me to join Midway
at such an important and exciting juncture. In the next few weeks I look forward to gaining a full understanding of our operations
and our people. This will provide me the opportunity to develop the foundation for a Company update in the New Year. Again, I am
grateful for this opportunity to lead and to serve Midway and I look forward to the startup of the Pan Mine in Nevada.”
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.
Jaime Wells, 720-979-0900
Investor Relations
jwells@midwaygold.com
www.midwaygold.com
| December 12, 2014 |
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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, operational 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”,
“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.