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MIDWAY GOLD CORP. (OTCMKTS:MDWCQ) Files An 8-K Regulation FD Disclosure

MIDWAY GOLD CORP. (OTCMKTS:MDWCQ) Files An 8-K Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure.

On March 29, 2017, Midway Gold Corp. (the Company) posted a press
release on its website, attached hereto as Exhibit 99.1, entitled
Midway Gold Announces Approval of Its Disclosure Statement for
Its Second Amended Joint Plan of Liquidation, Commencement of
Vote Solicitation, and Scheduling of Confirmation Hearing.
On March 31, 2017, the Company issued a supplemental press
release entitled Midway Announces Filing of Second Amended Joint
Chapter 11, attached hereto as Exhibit 99.2 announcing that on
February 24, 2017, the Company had filed a Second Amended Joint
Plan of Liquidation (the Plan) and an associated Amended
Disclosure Statement in the Company and its affiliated debtors
chapter 11 bankruptcy cases, as jointly administered.
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 Exchange
Act), and shall not be incorporated by reference into any
registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing. The information set forth in Item 7.01 of this report
shall not be deemed an admission as to the materiality of any
information in this report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01. Other Events.
On March 29, 2017, the Company announced that it has filed its
Plan. The Order Approving the Disclosure Statement is attached
hereto as Exhibit 99.3.
On June 22, 2015, the Company, and certain of its subsidiaries
and affiliates, including, Midway Gold US Inc., filed voluntary
petitions for relief under chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the
District of Colorado (the chapter 11 Proceedings).
The Disclosure Statement was approved by the United States
Bankruptcy Court for the District of Colorado (the Bankruptcy
Court) on March 2, 2017, as having adequate information for
purposes of section 1125 of the Unites States Bankruptcy Code,
and Midway and its affiliated debtors are in the process of
soliciting votes with respect to the Plan. The deadline for votes
to be submitted on the Plan is April 14, 2017. The confirmation
hearing for the Plan is scheduled to take place before the
Bankruptcy Court on May 2, 2017.
The Plan, among other things: (i) divides claims and equity
interests into separate classes; (ii) specifies the property that
each class is to receive, if any, under the Plan on account of
allowed claims and interests; and (iii) contains other provisions
necessary to implement the Plan.
The assets available for distribution under the Plan are
comprised of: (i) Cash on hand; (ii) the Remaining Assets; (iii)
the Retained Causes of Action; (iv) all proceeds of the
foregoing; and (v) all other assets transferred to the Midway
Liquidating Trust constituting Liquidating Trust Assets, as
described in greater detail in the Disclosure Statement and the
Plan.
The Plan also provides for the appointment of the Liquidating
Trustee and for the transfer of substantially all of the Companys
remaining assets to the Midway Liquidating Trust. The Liquidating
Trustee will administer the Plan and the Midway Liquidating
Trust. The Liquidating Trustee will also serve as a
representative of the Companys estate for the purpose of
liquidating causes of action.
The Midway Liquidating Trust shall be established for the purpose
of: (i) administering the Liquidating Trust Fund; (ii) resolving
all Disputed Claims; (iii) pursuing the Retained Causes of
Action; (iv) selling, transferring or otherwise disposing of the
Remaining Assets; and (v) making all Distributions to the
Beneficiaries provided for under the Plan, and, except as
provided in the Plan, for all other purposes related to the
administration of the Plan.
Key elements of the Plan include:
Funding of various reserves for payment of allowed
claims;
Settlements with the Senior Agent, the Subordinate Agent,
the Committee, Ledcor, Jacobs and the Mechanics Lien
Claimants;
Allocation of the GRP Sale Proceeds and other assets; and
Satisfaction of all allowed claims, including the twelve
designated classes of claims and equity interests, on the
terms set forth in the Plan.
Additional information regarding the matters referenced above,
including copies of the Plan and Disclosure Statement, are
available at http://dm.epiq11.com/MidwayGold. Capitalized
terms used but not defined herein have the meanings ascribed to
those terms in the Plan.
This Item 8.01 may contain forward-looking statements about the
Company and its business. Forward looking statements are
statements that are not historical facts and include, but are not
limited to, statements about the Company’s intended work plans
and estimates, including ability to revise mine plan, updating of
reserves, addressing operational challenges, plans for resource
expansion drill program, expected ramp up of gold production,
prospects for re-establishing plans and reducing uncertainties,
prospects of developing a viable mine plan, plans for in-fill
drilling, prospects for concerting inferred mineral resources to
other mineral resource categories, future results that will be
contained in the updated technical report, construction plans and
progress on the Pan Project, estimated production dates,
percentage completion. Forward-looking statements are based on
the beliefs, opinions and expectations of the Company’s
management at the time they are made, and other than as required
by applicable securities laws, the Company does not assume any
obligation to update its forward-looking statements if those
beliefs, opinions or expectations, or other circumstances, should
change. Although the Company believes that such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. For the reasons set forth
above, you should not attribute undue certainty to or place undue
reliance on forward-looking statements.
Item 9.01. Exhibits.
Exhibit
Description
99.1*
99.2*
Press Release dated March 29, 2017
Press Release dated March 31, 2017
99.3
Order Approving Amended Disclosure Statement and Approving
Procedures for Solicitation of Votes on Second Amended
Joint Chapter 11 Plan of Liquidation
* The foregoing exhibits relating to Item 7.01 is intended to be
furnished to, not filed with, the SEC to Regulation FD.
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: March 31, 2017
By:
/s/ Daniel Brosious
Daniel Brosious Chief Restructuring Officer
EXHIBIT INDEX
Exhibit
Description
99.1*
99.2*
Press Release dated March 29, 2017
Press Release dated March 31, 2017
99.3
Order Approving Amended Disclosure Statement and Approving
Procedures for Solicitation of Votes on Second Amended
Joint Chapter 11 Plan of Liquidation
* The foregoing exhibits relating to Item 7.01 is intended to be
furnished to, not filed with, the SEC

About MIDWAY GOLD CORP. (OTCMKTS:MDWCQ)
Midway Gold Corp. is an exploration and mining company. The Company has metals properties located in Nevada and Washington states. The Company’s projects include Pan Project, Gold Rock Project, Tonopah Project and Golden Eagle Project. The Pan Project is a sediment-hosted gold system located at the northern end of the Pancake mountain range in western White Pine County, Nevada, approximately 22 miles southeast of Eureka, Nevada, and approximately 50 miles west of Ely, Nevada. The Gold Rock Project is in the eastern Pancake Range in western White Pine County, Nevada. The Gold Rock Project is approximately eight kilometers southeast of the Pan Project and approximately 104 kilometers from Ely, Nevada. The Tonopah Project is a volcanic hosted epithermal vein target in Nevada. The Tonopah property is located in Nye County, Nevada, approximately 15 miles northeast of the town of Tonopah, approximately 210 miles northwest of Las Vegas and approximately 236 miles southeast of Reno. MIDWAY GOLD CORP. (OTCMKTS:MDWCQ) Recent Trading Information
MIDWAY GOLD CORP. (OTCMKTS:MDWCQ) closed its last trading session 00.00000 at 0.00150 with shares trading hands.

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