Each one in plain English, with the numbers worked through for a shareholder.
26 Sept 2011material agreement● NeutralMajor
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.
Midway furnished to the SEC the full technical report on Spring Valley (Pershing County, NV), dated May 24, 2011 and prepared by Gustavson Associates and Resource Development Inc., which supports the May 2011 resource announced earlier (2.16M oz Measured and Indicated). The visible text contains no new figures; the report lists Barrick as the party currently exploring the property under the earn-in 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.
Midway furnished to the SEC the full technical reports already filed in Canada: Gold Rock (March 28, 2011), Midway (April 1, 2011) and the Pan pre-feasibility study (April 4, 2011), along with expert consents tied to an April 21, 2011 shelf prospectus and a Form S-3. These documents formalise the results announced in the April 2011 releases; the filing's text contains no new figures.
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.
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.
On November 12, 2010 Midway signed an agreement with Haywood Securities to sell, on a best-efforts basis, up to 6,660,000 units at US$0.60 each for up to US$3,996,000. Each unit is one share plus half a warrant exercisable at US$0.90 for 24 months after closing, and Haywood gets a 6% cash commission. This is another small financing following the June 2010 offering; the filing does not say how much was ultimately sold.
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.
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).
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.
Midway completed a small non-brokered private placement of 1,333,333 units at Cdn$0.60 for gross proceeds of Cdn$800,000. Each unit has one share and one warrant exercisable up to October 9, 2011 at Cdn$0.70, 0.80 or 0.90 depending on timing. This adds a small amount of new shares and warrants. The filing does not say whether it relates to the larger October 2009 placement plan.
What it means for a shareholder
1.3m new shares at C$0.600 to raise about C$800,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
14 Oct 2009capital raising announcement● NeutralMajor
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.
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.
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).
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.
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.
8 Aug 2008asset acquisition disposition▲ GoodMajor
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.
Midway's Nevada subsidiary agreed on June 25, 2008 to pay US$596,833.97 plus daily interest to buy the promissory notes, deeds of trust and lawsuit claims tied to a disputed property covering about 4% of the Spring Valley project. This follows a June 5, 2008 Nevada court order validating Midway's claim to that property, and the filing describes it as settling the title dispute.
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.
18 June 2008capital raising announcement▲ GoodMajor
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.
Midway Gold announced a brokered private placement (a share sale to selected investors). The filing gives no size or price; the details are only in the attached press release.
Midway Gold announced an updated mineral resource estimate for its 100%-owned Spring Valley Project in Nevada. The filing only references the press release and gives no figures, so the size of the estimate is not stated here.