Current Report Filing (8-k)
May 21 2015 - 4:48PM
Edgar (US Regulatory)
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: May 21, 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:
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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 7.01. Regulation FD Disclosure.
On May 21, 2015, Midway Gold Corp. (the “Company”)
issued the press release attached hereto as Exhibit 99.1 providing a Corporate Update with regard to its current capital structure
and existing debt obligations. 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 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
foregoing 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: May 21, 2015 |
By: |
/s/ Bradley J. Blacketor |
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Bradley J. Blacketor
Chief Financial Officer |
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EXHIBIT INDEX
* The
foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
MIDWAY GOLD PROVIDES CORPORATE UPDATE
DENVER, CO – May 21, 2015 –
Midway Gold Corp. (TSX and NYSE-MKT: MDW) (the “Company” or “Midway”) provides a corporate update today
with regard to its current capital structure and existing debt obligations.
| · | As a result of the expiration of its waiver with the
Senior Debt, the Company may now be in technical default of its loan agreements. The Company is in active discussions with its
senior lender to obtain conditional waivers. |
| · | The Company is reviewing alternative financing proposals
to replace the Senior Debt that may provide the Company with necessary time and capital to advance its business although there
can be no assurance that replacement debt will be on terms acceptable to the Company. |
| · | The Board of Directors of the Company has formed a Special
Committee (the "Committee") to explore and evaluate strategic alternatives to enhance shareholder value. The Committee
was tasked with exploring, among other things, strategic partnerships, asset sale opportunities and debt refinancing opportunities.
The Company has received a number of proposals from interested third parties and continues to work with its stakeholders and potential
investors to bring a transaction to conclusion. |
May
21, 2015 | |
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| · | RBC Capital Markets have been retained as the Company’s
financial advisor to assist with this process. It is the Company’s current intention not to disclose developments with respect
to the strategic review process until the Board of Directors has approved a specific transaction or otherwise determines that disclosure
is necessary or appropriate. The Company cautions that there are no assurances or guarantees that the process will result in a
transaction or, if a transaction is undertaken, the terms or timing of such a transaction. |
| · | We remain committed to maximizing value for our stakeholders.
A robust strategic process is ongoing and we have received good responses to date. |
Midway Gold Corp.
Jaime Wells, 720-979-0900
Investor Relations
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 financing plans, ability to resolve defaults with our Senior Lender,
prospects that the Company may be able to replace the Senior Debt, strategies and prospects for strategic alternatives 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;
the possibility that required permits may not be obtained on a timely manner or at all; the possibility that capital and
May
21, 2015 | |
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operating costs may be higher than currently
estimated and may preclude commercial development or render operations uneconomic; the possibility that the estimated recovery
rates and production 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.