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: July 29, 2013
(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 (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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02 Termination of a Material Definitive Agreement
On September 23, 2011, Midway Gold Corp (the “Registrant,” “we,” “us,” or “our”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), pursuant to which the Registrant, from time to time, could issue and sell through MLV, acting as our sales agent, up to 6,000,000 of our common stock (the “Common Stock”), subject to the terms and conditions set forth in the Sales Agreement.
Effective July 29, 2013, we voluntarily terminated the Sales Agreement in accordance with its terms.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement a copy of which was filed as Exhibit 1.1 to our Current Report on Form 8-K filed with the United States Securities and Exchange Commission on September 26, 2011 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 30, 2013, the Registrant issued the press releaseattached hereto as Exhibit 99.1 announcing, among other things, an update of the progress at the Registrant’s Pan Project. 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 following exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
| Exhibit | Description |
| 99.1 | Press Release, dated July 30, 2013 |
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.
| MIDWAY GOLD CORP. | ||
| DATE: July 30, 2013 | By: | /s/ John Labate |
| John Labate Chief Financial Officer | ||
EXHIBIT INDEX
The following exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
| Exhibit | Description |
| 99.1 | Press Release, dated July 30, 2013 |