Attached files
file | filename |
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EX-5.2 - Midway Gold Corp | v187888_ex5-2.htm |
EX-5.1 - Midway Gold Corp | v187888_ex5-1.htm |
EX-10.2 - Midway Gold Corp | v187888_ex10-2.htm |
EX-10.1 - Midway Gold Corp | v187888_ex10-1.htm |
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
June 10,
2010
Date of
Report (Date of earliest event reported)
MIDWAY GOLD
CORP.
(Exact
name of registrant as specified in its charter)
British Columbia
|
001-33894
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98-0459178
|
(State
or other jurisdiction of
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(Commission
File Number)
|
(IRS
Employer Identification No.)
|
incorporation)
|
|
|
Unit
1 – 15782 Marine Drive
|
|
White Rock, British Columbia,
Canada
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V4B 1E6
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(Address
of principal executive offices)
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(Zip
Code)
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(604)
536-2711
Registrant's
telephone number, including area code
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On June
10, 2010, the Registrant entered into an Agency Agreement with Haywood
Securities Inc. (the “Agent”) pursuant to which the Registrant and
the Agent are conducting a best efforts agency offering of up to 9,412,000 units
(“Units”) at a price of Cdn$0.60 per Unit for gross proceeds of Cdn$5,647,200
(the “Canadian Offering”). Each Unit consists of one common share of
the Registrant and one half of one common share purchase warrant. Each whole
common share purchase warrant will entitle the holder to purchase one common
share of the Registrant at a price of Cdn$0.80 per share at any time following
the closing of the Canadian Offering until 5:00 p.m. (Vancouver time) on the
date that is 24 months after the closing of the Canadian Offering.
In
connection with the Canadian Offering, the Registrant has agreed to pay to the
Agent a commission of 7% of the aggregate gross proceeds, or Cdn$0.042 per unit.
As additional compensation, the Registrant has agreed to grant to the
Agent up to 658,840 non-transferable common share purchase warrants with an
exercise price of Cdn$0.80, exercisable for a period of 24 months after the
closing of the Canadian Offering. The Agent's warrants will entitle
the Agent to purchase that number of warrant shares which is equal to 7% of the
number of units sold under the Canadian Offering. No commission will be payable
by the Registrant to the Agent in connection with the distribution of warrant
shares upon the exercise of the warrants or the Agent's warrants issued in the
Canadian Offering.
The
foregoing description of the Canadian Offering is qualified in its entirety by
reference to the Agency Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is hereby incorporated by reference into
this Item 1.01.
Concurrently
with the Canadian Offering, the Registrant is offering up to 1,666,666 Units
directly and solely to purchasers in the United States pursuant to Subscription
Agreements by and between the Registrant and each of the purchasers (the “U.S.
Offering”). The Units being offered by the Registrant in the U.S.
Offering are being offered at the same price as the Units in the Canadian
Offering and have the same terms and conditions as the Units offered in the
Canadian Offering. In accordance with the requirements of the U.S.
Securities and Exchange Commission (the "SEC"), the offering price for the Units
offered in the U.S. Offering is payable in U.S. dollars. The U.S.
dollar amount of the offering price is US$0.57 (the equivalent of the Canadian
dollar amount based on the closing buying rate of the Bank of Canada on June 9,
2010 of $1.00 = US$0.9576). Based on this conversion rate the
aggregate gross proceeds to the Registrant from the U.S. Offering, prior to the
deduction of expenses, is expected to be US$949,999.62.
A form of
the Subscription Agreement to be used in the U.S. Offering is filed as Exhibit
10.2 to this Current Report on Form 8-K and is hereby incorporated by reference
into this Item 1.01.
The Units
are being offered in the Canadian Offering and the U.S. Offering pursuant to
final prospectus supplements to the Registrant’s base shelf prospectus contained
in the Registrant's effective shelf registration statement on Form S-3 (File No.
333-165842), which was declared effective by the SEC on May 6, 2010, and
pursuant to final prospectus supplements to the Registrant's base shelf
prospectus, dated May 4, 2010, filed with securities regulatory authorities in
each of the provinces of British Columbia, Alberta and Ontario.
Item
9.01. Exhibits.
Exhibit
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Description
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5.1
|
Legal
Opinion of Stikeman Elliott LLP with respect to the Canadian
Offering*
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5.2
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Legal
Opinion of Stikeman Elliott LLP with respect to the U.S.
Offering*
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10.1
|
Agency
Agreement, dated June 10, 2010
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10.2
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Form
of Subscription Agreement
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*
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The legal opinions of Stikeman
Elliot LLP, attached hereto as Exhibits 5.1 and 5.2, are hereby
incorporated by reference into the Registrant’s Registration Statement on
Form S-3 (File No. 333-165842) filed with the SEC on April 1, 2010 and
declared effective on May 6, 2010, pursuant to the United States
Securities Act of 1933, as
amended.
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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.
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MIDWAY
GOLD CORP.
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DATE: June
10, 2010
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By:
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/s/ “Doris Meyer”
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Doris
Meyer
Chief
Financial Officer and Corporate Secretary
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EXHIBIT
INDEX
Exhibit
|
Description
|
5.1
|
Legal
Opinion of Stikeman Elliott LLP with respect to the Canadian
Offering*
|
5.2
|
Legal
Opinion of Stikeman Elliott LLP with respect to the U.S.
Offering*
|
10.1
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Agency
Agreement, dated June 10, 2010
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10.2
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Form
of Subscription Agreement
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*
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The legal opinions of Stikeman
Elliot LLP, attached hereto as Exhibits 5.1 and 5.2, are hereby
incorporated by reference into the Registrant’s Registration Statement on
Form S-3 (File No. 333-165842) filed with the SEC on April 1, 2010 and
declared effective on May 6, 2010, pursuant to the United States
Securities Act of 1933, as
amended.
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