Item 3.02 Unregistered Sales of Equity Securities
On June 6, 2014, Midway Gold Corp. (the "Company" or "we") closed a public
offering in the United States and Canada on a bought deal basis (the "Offering")
of 30,121,000 of the Company's common shares (the "Offered Shares") at a price
of $0.83 per Offered Share (the "Offering Price") for aggregate gross proceeds
of $25,000,430. In connection with the Offering, the Company granted the
underwriters an over-allotment option (the "Over-Allotment Option") exercisable
in whole or in part, to purchase up to an additional 3,012,000 common shares
(the "Additional Shares") of the Company for a period of 30 days from and
including the closing date of the Offering.
On June 17, 2014, the underwriters exercised the Over-Allotment Option in full
to purchase 3,012,000 Additional Shares at a per Additional Share price equal
the Offering Price for aggregate gross proceeds to the Company of approximately
Pursuant to the Company's Articles and Notice of Articles, the Company may not
issue common shares in an equity financing for a per common share price less
than $1.85 per common share without the consent of the holders of the Company's
Series A Preferred Shares (the "Series A Preferred Shareholders").
On May 14, 2014, we obtained the consent (the "Consent") of the Series A
Preferred Shareholders with respect to the issuance of the Offered Shares in
connection with the Offering. As consideration for obtaining the Consent and to
compensate the Series A Preferred Shareholders for the dilution that they
suffered. In connection with the exercise of the Over-Allotment Option, we
issued the Series A Preferred Shareholders 381,669 common shares (the "Fee
Shares"), which represents a consent fee equal to $316,785, at a deemed price
per Fee Share equal to the Offering Price.
Concurrently with the exercise of the Over-Allotment Option, we issued the Fee
Shares to the Series A Preferred Shareholders. The Fee Shares were not issued as
part of the exercise of the Over-Allotment Option and have not been registered
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"). The issuance of the Fee Shares was exempt from registration under Section
4(a)(2) of the U.S. Securities Act. The Series A Preferred Shareholders are
institutional "accredited investors" (as defined in Rule 501(a) of Regulation D
of the U.S. Securities Act).
Item 7.01. Regulation FD Disclosure.
On June 17, 2014, the Company issued a press release announcing the exercise of
the Over-Allotment Option. 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.
99.1* Press Release, dated June 17, 2014
*The exhibit relating to Item 7.01 is intended to be furnished to, not filed
with, the SEC
pursuant to Regulation FD.