Each one in plain English, with the numbers worked through for a shareholder.
26 Nov 2012capital raising announcement● NeutralMajor
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.
21 Nov 2012capital raising announcement▲ GoodMajor
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.
Midway Gold Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
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.
Midway Gold Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Midway furnished to the SEC a new technical report on resources for its Gold Rock project in White Pine County, Nevada (dated April 10, 2012, effective February 29, 2012), prepared by Gustavson Associates. It follows the 2011 drilling and verification work planned for Gold Rock, which earlier had only historical estimates. The visible text gives no resource figures, so the size of the estimate is not stated here.
Midway told NYSE Amex on January 3, 2012 that it no longer meets the exchange's audit committee rules: George Hawes resigned from the board on November 15, 2011, and the company lost smaller reporting company status on January 1, 2012, leaving two independent audit committee members instead of three. The company expects to regain compliance by appointing a third independent director before its next annual general meeting; no delisting is stated.
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.
