UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Midway Gold, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
684023 10 4
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(CUSIP Number)
Daniel H. Luciano, Esq.
242A West Valley Brook Road
Califon, New Jersey 07830
(908) 832-5546
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 684023 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
George T. Hawes
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ................................................................[ ]
(b) ................................................................[ ]
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3. SEC Use Only .......................................................
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................................................
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6. Citizenship or Place of Organization U.S.A
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7. Sole Voting Power 8,565,600
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Number of
Shares 8. Shared Voting Power ......................................
Beneficially
Owned by ------------------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power 8,565,600
Person With
2
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10. Shared Dispositive Power .................................
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,565,600
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 11.03%
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14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer
Title of class of securities to which this schedule relates:
Common Stock, no par value.
Issuer: Midway Gold, Inc.
Address of Issuer: 1-15782 Marine Drive
White Rock, British Columbia, Canada V4B 1E6
Item 2. Identity and Background
(a) Name of Reporting Person: George T. Hawes
(b) Residence or business address of Reporting Person: 390 Plandome Road, Manahassett NY 11030
(c) Present principal occupation of Reporting Person: Investor.
Principal business address of Reporting Person: 390 Plandome Road, Manahassett NY 11030
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(d) No.
(e) No.
(f) Citizenship: U.S.A
Item 3. Source and Amount of Funds or Other Consideration
On January 7, 2009, the Reporting Person received a director stock option grant from the Company in the amount of 200,000 shares of common stock. The stock options expire five years from the date of grant and are exercisable at a per share price of $0.56 (Canadian Dollars or CDN).
On May 7, 2009, the Reporting Person purchased 2,250,000 shares through the exercise of outstanding stock warrants. The per share exercise price was $0.28 CDN. The purchase was made through the personal funds of the Reporting Person.
Item 4. Purpose of Transaction
The purpose of the acquisition was an investment by the Reporting Person. There are no plans or proposals which the Reporting Person may have which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board,
except as to the Board appointment of the Reporting Person specified
above;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
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registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of common stock beneficially
owned by the Reporting Person: 8,565,600. The amount includes 8,215,600
common shares, and 350,000 shares issuable pursuant to currently
exercisable stock options, respectively. The shares
beneficially owned represent approximately 11.02% of the common stock of the
Issuer;
(b) The number of shares as to which there is sole power to vote and
sole power to dispose: 8,565,600;
(c) None.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable
Item 7. Material to Be Filed as Exhibits
Not Applicable
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
January 19, 2010
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Date
/s/ George T. Hawes
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Signature
George T. Hawes
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Name/Title
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