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. 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
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 as a result of the Offering, we agreed to issue 3,434,475 common shares
(the "Fee Shares") to the Series A Preferred Shareholders which represents a
consent fee equal to $2,850,613, at a deemed price per Fee Share equal to the
Concurrently with the Closing of the Offering, we issued the Fee Shares to the
Series A Preferred Shareholders. The Fee Shares were not issued as part of the
Offering 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 6, 2014, the Company issued a press release announcing the closing of
its previously announced Offering in the United States and Canada for aggregate
gross proceeds of $25,000,431. 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 6, 2014
* The exhibit relating to Item 7.01 is intended to be furnished to, not filed
with, the SEC
pursuant to Regulation FD.