Midway Gold Corp

On May 17, 2016 the subsidiaries completed the previously announced sale of the Pan, Gold Rock, Pinyon, Golden Eagle and other assets to GRP Minerals, on the terms in the May 16 filing. The filing gives no new figures and says nothing about proceeds or treatment of shareholders.

asset acquisition disposition

On May 13, 2016 the bankruptcy court authorized the subsidiaries to sell the Pan, Gold Rock, Pinyon and Golden Eagle projects and other assets to GRP Minerals for US$5.25 million cash (less cure payments and transfer taxes), with the buyer assuming about US$16.1 million of reclamation liabilities. GRP was the stalking horse bidder and no higher qualifying bid was received; closing was still subject to customary conditions. The filing does not say what happens to shareholders or where proceeds go.

material agreement

On Dec 17, 2015 the bankruptcy court-approved sale (order entered Dec 15) closed: Midway's subsidiaries sold their 30% Spring Valley interest and related property to Solidus Resources for US$25 million cash. This completes the pending sale announced Dec 3; the filing does not say where the proceeds go. The CEO is quoted calling it a step in Midway's ongoing reorganization.

material agreement

On Dec 1, 2015 Midway's subsidiaries agreed to sell their 30% Spring Valley interest and related property to Solidus Resources (a Waterton affiliate) for US$25 million cash, subject to bankruptcy court approval. This is the interest held in the Barrick joint venture; Waterton is separately buying Barrick's 70%. Nothing in the filing says where the proceeds go.

material agreement

Midway Gold Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

On June 22, 2015 Midway Gold Corp. and its subsidiaries, including MDW Pan LLP, filed for Chapter 11 bankruptcy in Colorado, with a Canadian recognition proceeding to follow. The filing accelerated the Commonwealth Bank and Hale loans, though the company says enforcement is stayed. The filing text does not say what happens to common shareholders' shares, so their outcome is unresolved.

bankruptcy or receivership

On May 23, 2015 Commonwealth Bank gave notice of an event of default on the Pan credit facility, alleging the Pan borrower failed the cost-to-complete and/or time-to-complete tests for over 30 days after a March 13 waiver expired. The bank reserved rights including demanding immediate repayment; $47.5 million had been drawn, and ending the hedges created a roughly $1.1 million obligation due by June 30, 2015. This reverses the earlier plan of first gold in early 2015.

debt financing

On April 17, 2015 the Pan subsidiary (MDW Pan LLP) signed a $10.5 million subordinated secured loan with lenders affiliated with Hale Capital Partners (the Series A preferred holders), at 13.5% interest mostly payable in kind, maturing Sept 30, 2017. Midway and subsidiaries guaranteed it, and it ranks behind the Commonwealth Bank senior facility; this adds debt on top of the Pan bank loan.

debt financing

On November 26, 2014 the Commonwealth Bank credit agreement was amended again, and on December 1 Midway announced its first draw of $18 million. The company says the project loan was cut from $45 million to $43 million (the $10 million overrun facility stays), that about $55 million of the estimated $76 million Pan construction cost had been spent by Nov 30, and that first gold pour is scheduled for late January 2015 with cash flow expected in March 2015. These are company forecasts, not results.

material agreement

On October 3, 2014 MDW Pan amended the Commonwealth Bank credit agreement, changing some definitions and the repayment dates and amounts. Midway also announced it had placed the gold hedges the loan requires: commitments to deliver 80,500 ounces to CBA at a flat US$1,200/oz over 23 months from May 2015, about 13% of estimated life-of-mine production at Pan according to the company. The hedge was described as a required step before drawing on the loan, which still has other conditions to meet.

material agreement

On July 18, 2014 Midway's subsidiary MDW Pan LLP signed a US$55 million senior secured credit facility with Commonwealth Bank of Australia: a US$45 million project finance facility plus a US$10 million cost overrun facility. It is secured by substantially all of the company's and its subsidiaries' assets, is guaranteed by the company, and the project loan is due to be repaid in quarterly payments from Sept 30, 2015 to Mar 31, 2017. Repayment is forced early if economic completion is not reached by Sept 30, 2015 or if a redemption notice is received on the Series A preferred. Interest is the Eurodollar rate plus 3.50-3.75% on the project loan. This supplies the debt funding for the Pan project that earlier filings described as under construction. The filing text was cut off, so the pledge agreement terms are not seen.

debt financing

Midway closed the bought-deal offering of 30,121,000 common shares at $0.83 for gross proceeds of $25,000,430. At closing it also issued 3,434,475 fee shares, worth $2,850,613 at the offering price, to the Series A preferred holders for consenting to a sale below US$1.85. This completes the offering announced on May 29, 2014 and dilutes existing common shareholders.

capital raising announcement

Midway agreed on May 29, 2014 to a bought-deal offering of 30,121,000 common shares at US$0.83 each, for gross proceeds of about US$25.0 million, with underwriters led by RBC and Haywood plus Canaccord and Cormark. The price is well below the US$1.85 level at which the Series A preferred holders (Hale) must consent, so Midway got their consent on May 14, 2014 and agreed to give them 3,434,474 common shares as a US$2,850,613 fee (more if the over-allotment is used). Preferred holders can also buy up to 7,510,378 shares in the offering. Existing common shareholders are diluted by both the offering and the fee shares. The filing does not state a use of proceeds.

material agreement

Midway reported an updated resource estimate for Gold Rock, about 10.5 km from its Pan project, now including the 2012-2013 drilling. The estimate, effective May 27, 2014 and prepared by Global Resource Engineering, shows a 65% rise in measured and indicated resources and a 62% rise in inferred resources. This builds on the April 2012 Gold Rock report. The filing calls Pan a 'construction-stage' project, which is new compared with the earlier feasibility-stage picture. Absolute resource figures are not in the text shown.

resource reserve update

Midway signed the agreements for the US$70 million Series A preferred placement announced on Nov 21, 2012: 37,837,838 preferred shares at US$1.85 to institutional investors led by INV-MID, LLC (a Hale Capital Partners vehicle), with closing expected on or before Dec 13, 2012. The filing says proceeds are for working capital and general corporate purposes, and no underwriting fees are payable. Terms include 8% dividends, a 125% liquidation preference, 1-to-1 conversion, and preferred consent rights over issuing shares below US$1.85. New in this filing: Midway can force conversion after 1 year if the shares trade above US$3.70 for 20 days, and either side can redeem for cash at US$1.85 after 5 years. Director Nathaniel Klein, a Hale Capital vice president, abstained from approving it.

capital raising announcement

Midway announced a US$70 million private placement of five-year 8% convertible Series A preferred shares at US$1.85, led by Hale Capital Partners, expected to close on or before December 13, 2012. Proceeds are mainly to advance the Pan heap leach project towards production (including ordering long-lead equipment) and engineering studies at Gold Rock. The preferred shares convert 1-to-1 into common shares, carry a 125% liquidation preference, and require preferred holder consent for issuing common shares below US$1.85, so existing shareholders face potential dilution. The company states no hedging or security over assets is involved. This follows the Dec 2011 Pan feasibility study and the July 2012 offering.

capital raising announcement

Midway closed the unit offering announced June 26, raising US$15,694,799 gross through 12,261,562 units at US$1.28, which included a partial exercise of the over-allotment option. It also signed a warrant indenture with Computershare covering the half-warrants (US$1.85 exercise price, 18 months, expiry can be accelerated if shares close above US$2.10 for 20 straight trading days). The proceeds are to advance its projects and for general corporate purposes; this resolves the offering from the June filing.

material agreement

On June 26, 2012 Midway signed an underwriting agreement with RBC Dominion Securities, Haywood Securities and Stifel Nicolaus Canada for 11,750,000 units at US$1.28, for gross proceeds of up to US$15,040,000. Each unit is one share plus a half warrant exercisable at US$1.85 for 18 months, with a 6% cash commission and an over-allotment option of up to 1,762,500 more units. This adds new shares for shareholders, so it dilutes existing holders; closing was expected July 6, 2012.

material agreement

Midway furnished to the SEC a feasibility study for the Pan Gold project (dated December 19, 2011, effective November 15, 2011), the step after the April 2011 pre-feasibility study. The filing states the report is a final feasibility study and that its proven and probable reserve estimates meet the SEC's Guide 7 standards, so Pan now has reserves rather than only resources. The visible text gives no reserve, cost or economic figures.

resource reserve update

On September 23, 2011 Midway signed an at-the-market sales agreement with McNicoll, Lewis & Vlak (MLV) allowing it to sell up to 6,000,000 common shares over time, with MLV paid a commission of up to 3.0% of gross proceeds. Midway is not obliged to sell any shares, so the amount actually raised is unknown; any sales would dilute existing shareholders. This follows the US$12M bought deal of May 2011.

material agreement

On May 24, 2011 Midway signed a bought-deal underwriting agreement with Haywood Securities for 7,500,000 common shares at US$1.60, for gross proceeds of US$12,000,000, with a 5% commission. The money is to advance projects and cover general and administrative costs and working capital, and closing is expected around June 6, 2011 subject to regulatory approvals. This is far larger than the 2010 raises, which were priced at US$0.60.

material agreement

Midway reported a much larger gold resource at Spring Valley, Nevada: 2.16 million ounces Measured and Indicated (0.93M Measured, 1.23M Indicated) plus 1.97 million ounces Inferred, up from the 2009 Inferred estimate of about 1.84 million ounces. Barrick has said it will fund the minimum US$7 million program in 2011, bringing cumulative spending to US$16 million against the US$30 million needed by the end of 2013 to earn 60%. The release describes the project as 'wholly-owned' by Midway, while the earn-in agreement with Barrick is still described as in force.

resource reserve update

Midway furnished three press releases: an initial evaluation of its Gold Rock project in White Pine County, a first underground resource at the Midway project, and a positive pre-feasibility study at Pan. Only the Gold Rock release text is included; it describes historical drilling and a 1988 estimate that Midway says is not a current resource, plus a planned work program, so no current Gold Rock resource exists yet. The Midway and Pan figures are not in the provided text. The Pan pre-feasibility study follows the July 2010 preliminary assessment, and the company's address is now Englewood, Colorado.

resource reserve update

Midway told the NYSE Amex that its 2009 audit report carried a going-concern qualification, and said that after the April 2010 placement (Cdn$800,000) and June 2010 public offering (Cdn$6.6 million) it had working capital of Cdn$6,345,847 at June 30, 2010. Management says this is enough to fund obligations and operations for the next 12 months and that it has therefore resolved the going-concern issue; this closes out the June 2010 offering thread, with gross proceeds of Cdn$6.6 million.

capital raising announcement

Midway released a Preliminary Economic Assessment for its 100%-owned Pan project, assuming a US$950/oz gold price: 327,000 ounces produced over 7.25 years, US$59M initial capital, pre-tax IRR 23% and pre-tax NPV US$49M. At US$700/oz the NPV is negative (-US$11M). It is a preliminary study, with a feasibility study planned for 2011 and production targeted for 2013. The release is signed by Daniel Wolfus as Chairman and CEO, and names Kenneth Brunk as President and COO, which differs from earlier leadership in the context (Alan Branham as CEO).

resource reserve update

Midway signed an agency agreement with Haywood Securities for a best-efforts offering of up to 9,412,000 units at Cdn$0.60 (Cdn$5,647,200 gross), plus a concurrent US offering of up to 1,666,666 units at US$0.57 (about US$950,000). Each unit has one share and half a warrant exercisable at Cdn$0.80 for 24 months. Haywood gets a 7% commission and agent warrants; this is new dilution for existing shareholders.

material agreement

Midway reported an updated resource estimate for its Pan project in Nevada: measured and indicated 34.65 million tons at 0.018 oz/ton gold (608,700 ounces), plus inferred 1.6 million tons (26,500 ounces). The release says this increased the size and quality of the deposit compared with the 2005 estimate, though that estimate used a different cut-off grade (0.01 opt vs 0.006 opt now). These are resources, not reserves.

resource reserve update

Midway announced it had hired two agents for a private placement of units to raise up to Cdn$10M gross, each unit being one share plus half a two-year warrant, with pricing and warrant exercise price still to be set. Closing was expected around November 16, 2009, subject to approvals. Proceeds are meant for exploration and development in Nevada and Washington and general corporate purposes; new shares would dilute existing holders.

capital raising announcement

Midway signed the definitive agreement with Barrick Gold Exploration (effective March 9, 2009) for the Spring Valley project, following the October 2008 term sheet. Barrick can earn 60% by spending US$30M over five years to Dec 31, 2013 (US$4M guaranteed in 2009), and can go to 70% with a further US$8M by Dec 31, 2014. Midway then elects whether to form a joint venture; if it declines, Barrick may buy Midway's interest for US$40M plus a 2% net smelter royalty. The press release states Barrick holds 8.48% of Midway.

material agreement

Midway closed a private placement of 12,500,000 units at C$0.22, for gross proceeds of $2,750,000, each unit with a six-month warrant at $0.28. The filing also confirms the Golden Predator deal lapsed on September 15, 2008. Golden Predator had advanced $2 million of the $5 million loan; on November 12 the two sides released each other, Midway agreed to repay $1,000,000 plus interest early, and 50% of the warrant proceeds will go toward the remaining $1,000,000 note, which otherwise matures July 16, 2009. The C$0.22 price is far below the C$2.00 and US$2.50 prices earlier in 2008 (an observation from the figures, not stated in the filing).

business combination

Midway signed a term sheet with Barrick Gold Exploration, a Barrick subsidiary, to option its Spring Valley project: Barrick can earn 60% by spending US$30 million over five years, and up to 70% with a further US$8 million. Barrick must spend US$4 million by December 31, 2009 and can terminate after meeting the first year's commitment. This is a term sheet, not a final agreement, and builds on Barrick's existing shareholding and Spring Valley funding.

material agreement

Midway said the proposed business combination with Golden Predator Mines will not go ahead; the term sheet (amended August 15) was allowed to lapse on September 15, 2008. This ends the July 17 combination proposal, including the planned dividend warrants.

business combination

Midway completed its purchase of 100% of the Golden Eagle property in Washington on August 1, 2008, paying a combined US$1,983,333 to Kinross and Hecla; Kinross keeps a 2% royalty and a first right to toll mill ore. It was funded by selling 600,000 shares to Kinross at US$2.50 (US$1.5 million). This completes the Golden Eagle letters of intent from May and June. Separately, director William Lupien resigned on July 29, 2008 for personal reasons, with no dispute stated.

asset acquisition disposition

Midway and Golden Predator Mines signed a non-final term sheet for a business combination in which Golden Predator shareholders would get one Midway share per Golden Predator share, and Midway would be renamed Golden Predator Mines. Golden Predator holders would own about 53% of the combined company, Midway shareholders would receive one dividend warrant per share (exercisable at $2.05 for 18 months), and Golden Predator would lend Midway $5 million. Midway also planned to spin off 80.1% of a new subsidiary holding Golden Eagle to its shareholders; the deal still needed a definitive agreement and approvals, and a $2.5 million break fee was contemplated.

business combination

Midway closed the private placement announced May 16, issuing 1,421,500 shares at Cdn$2.00 for gross proceeds of Cdn$2,843,000. Barrick Gold bought 1,000,000 of them, raising its stake to 10.7%, with its money directed to drilling at Spring Valley. Midway says it has about $5.7 million in cash afterwards and that the pending Golden Eagle (Washington) acquisition should hopefully close by end of August.

capital raising announcement

the American Stock Exchange certified Midway Gold Corp's securities for listing, clearing them to begin trading.

listing compliance notice