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MIDWAY GOLD CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure

June 19, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders

Results of Annual General Meeting of Shareholders

On June 18, 2014, Midway Gold Corp. (the "Company") held its 2014 Annual General and Special Meeting of Shareholders at the offices of Lionel Sawyer & Collins located at 300 S 4th St # 1700, Las Vegas, NV 89101, at 10:00 a.m. (Nevada time). Shareholders representing 140,884,758 shares or 81.9% of the shares authorized to vote (171,940,484) were present in person or by proxy, representing a quorum for the purposes of the Company's 2014 Annual General and Special Meeting (the "Meeting").



Number of Directors

At the Meeting, the shareholders approved a resolution to set the number of directors of the Company's board of directors to seven directors, as follows: Votes Broker Proposal Votes For Against Abstentions Non-Votes Set number of directors of the Company's board of directors to seven. 138,303,578 462,339 0 2,118,841



Election of Directors

At the Meeting, the shareholders elected the following director nominees to serve on the Company's board of directors until the Company's 2014 Annual General and Special Meeting of Shareholders or until their successors are duly elected and qualified, as follows:

Votes For Votes Withheld Nominee (Number) (Number) Broker Non-Votes Kenneth A. Brunk 106,764,727 535,551 33,584,480 Martin M. Hale, Jr. 106,730,527 569,751 33,584,480 Roger A. Newell 106,767,727 532,551 33,584,480 Richard P. Sawchak 106,757,727 542,551 33,584,480 John W. Sheridan 106,769,027 531,251 33,584,480 Frank S. Yu 106,757,727 542,551 33,584,480 Nathaniel E. Klein 37,837,838 0 0 2

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Ratification of the Appointment of Auditors

At the Meeting, the shareholders approved a resolution to ratify the appointment of KPMG LLP to serve as the Company's auditor for the Company's 2014 fiscal year and to authorize the Company's board of directors to fix the remuneration to be paid to KPMG LLP, as follows: Votes Proposal Votes For Against Abstentions Broker Non-Votes Ratification of the Appointment of Auditors 140,101,768 0 782,990 0



Preferred Shares Rights Proposal

Pursuant to the side letter agreement (the "Side Letter") with the holders of the Company's Series A Preferred Stock, the Company agreed to seek shareholder approval to amend its Articles and Notice of Articles such that in the event the Company is unable to redeem the Company's Series A Preferred Stock within two years after the redemption date, the Company will grant the Series A Preferred Holders the right, voting as a separate class (to the exclusion of the holders of all other securities and classes of common stock), to elect a majority of the Company's board of directors. At the Meeting, the common shareholders voted, as follows: Votes Proposal Votes For Against Abstentions Broker Non-Votes Approval of a resolution to amend the 33,451,450 36,010,390 0 33,584,480 Company's Articles and Notice of Articles to grant the holders of the Company's Series A Preferred Stock, certain corporate governance and nomination rights in the event the Company fails to redeem the Series A Preferred Stock upon demand



The resolution to approve the Preferred Shares Rights Proposal, requiring a two-thirds majority vote, was not approved, and under the terms of the Side Letter, the Company will be required to seek shareholder approval for the Preferred Shares Rights Proposal at each subsequent annual or special meeting of the Company.

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Item 7.01 Regulation FD

On June 19, 2014, the Company issued a press release providing the results of its 2014 Annual General and Special Meeting of Shareholders held on June 18, 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 and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 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 19, 2014*



*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

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Source: Edgar Glimpses


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