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
Date of Report: May 11, 2015
(Date of earliest event reported)
MIDWAY GOLD
CORP.
(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation) |
001-33894
(Commission File Number) |
98-0459178
(IRS Employer Identification No.) |
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Point at Inverness, Suite 280
8310 South Valley Highway
Englewood, Colorado
(Address of principal executive offices) |
80112
(Zip Code) |
Registrant’s telephone number, including area code:
(720) 979-0900
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On May 11, 2015, Midway Gold Corp. (the
“Company”) issued the press release attached hereto as Exhibit 99.1 announcing an update on the modeling work at the
Company’s Pan Gold Mine Project (the “Pan Project” or “Pan”). In addition, on May 11, 2015, the Company
uploaded an investor presentation (the “Investor Presentation”) to the Company’s website regarding an update
on the Company’s projects. A copy of the Investor Presentation is attached to this current report on Form 8-K as Exhibit
99.2. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release and the
Investor Presentation 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.
The Company provided an update on the modeling
work at the Company’s Pan Project. The updated mineral resource for the Pan Project was estimated by Gustavson Associates,
LLC (“Gustavson”) under Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Classification
system standards (“NI-43-101”).*
Completion of the updated mineral resource
study for Pan allows the Company to move forward with optimizing the mine plan, updating reserves and making operational changes
that will allow the Company to advance the Pan Mine. The improved understanding of the geologic controls on mineralization resulted
in a significant change in the classification of the Pan Resource from Measured and Indicated into the Inferred category under
NI-43-101 standards. Future drilling should enable the Company to move Inferred ounces to Measured and Indicated ounces.
A comparison of the 2015 Updated Mineral Resource
Estimate was provided for Regulation FD disclosure purposes.* The Company’s production at the Pan Project continues to ramp
up with about 4,300 ounces of gold produced to date. The Company estimates that it currently has approximately 36,000 contained
ounces of gold on the heap leach pad and most of the pad is currently under leach.
The Company anticipates the development of
a mine plan and an updated statement of reserves as part of completing the required NI 43-101 Technical Report to be published
as required by the Canadian securities authorities.* This report will be filed on SEDAR within 45 days. Production forecasts and
cost estimates will be provided once all alternatives are evaluated.
*The Company provided update on the modeling
work at the Company’s Pan Project in a press release dated May 11, 2015. The press release contains information deemed to
be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act and shall not be
incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act.
The press release and the documents referenced in the press release use the terms "reserve" and "mineral resource",
which are terms defined under Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Classification
system. Such definitions differ from the definitions in U.S. Securities and Exchange Commission
("SEC") Industry Guide 7. Under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility
study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate
reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Mineral resources
are not mineral reserves and do not have demonstrated economic viability. The SEC normally only permits issuers to report mineralization
that does not constitute SEC Industry Guide 7 compliant "reserves" as inplace tonnage and grade without reference to
unit measures. The references to a "resource" in the press release and the documents referenced in this press release
are not normally permitted under the rules of the SEC. It cannot be assumed that all or any part of mineral deposits in any of
the above categories will ever be upgraded to Guide 7 compliant reserves. Accordingly, disclosure in the press release and in the
technical reports referenced in the press release may not be comparable to information from U.S. companies subject to the reporting
and disclosure requirements of the SEC.
This Item 8.01 contains 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 optimize mine plan, updating
of reserves, addressing operational changes, 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.
* The foregoing exhibits relating to Item 7.01 is intended
to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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: May 11, 2015 |
By: |
/s/ William M. Zisch |
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William M. Zisch
Chief Executive Officer |
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EXHIBIT INDEX
*
The foregoing exhibits relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
MIDWAY GOLD UPDATES PAN MODELING
DENVER, CO – May 11, 2015 –
Midway Gold Corp. (TSX and NYSE-MKT: MDW) (the “Company” or “Midway”) announced results on modeling work
at the Pan Gold Mine in Nevada. Completion of the updated mineral resource study for Pan allows us to move forward with optimizing
the mine plan, updating reserves and making operational changes that will allow us to advance the Pan Mine.
Highlights of 2015 Updated Resource Study and Production
Update
| · | The improved understanding of the geologic controls on
mineralization resulted in a significant change in the classification of the Pan Resource from Measured and Indicated into the
Inferred category. Future drilling should enable us to move Inferred ounces to Measured and Indicated ounces. A comparison of the
2015 Updated Mineral Resource Estimate with the 2011 Mineral Resource Estimate is provided in the tables below. |
| · | The updated mineral resource for the Pan Project is estimated
by Gustavson Associates, LLC (“Gustavson”) to be 35.9 million tonnes grading an average of 0.44 g/t Au classified as
a measured and indicated mineral resource. An additional 13.9 million tonnes grading an average of 0.31 g/t Au are classified as
an inferred mineral resource. All of the estimated resources are based on a 0.14 g/t cutoff. |
| May 11, 2015 | |  |
| · | Production continues to ramp up with about 4,300 ounces
of gold produced to date. We currently have about 36,000 contained ounces of gold on the heap leach pad and most of the pad is
currently under leach. |
Bill Zisch, Midway’s President & CEO commented,
“Overcoming our startup challenges is the path to improving shareholder value as we are now a producing mine in Nevada. Completing
the update of the resource at Pan provides us with a foundation for maximizing the performance of the Pan Mine and confirms the
grade of the deposit. We are in the process of developing the optimal mine plan for Pan and initiating a drill program to expand
the ore body. Our planned exploration activities include expansion drilling in the North and South extensions of the South Pan
Pit where surface geologic mapping and sampling have demonstrated surface gold mineralization that has not yet been drill tested.
We also plan to complete in-fill drilling in the Deep Wendy Zone. The updated model has been through extensive quality reviews
as well as a comparison with production results and we are confident that it provides a good estimate of the deposit’s resources.”
2015 Updated Mineral Resource Estimate
Gustavson has completed a revised mineral resource estimate
for the Pan Mine. The 2015 Mineral Resource Estimate for the Pan Mine is presented in Table 1. The effective date of the estimate
is May 1, 2015.
Table 1. Mineral Resource Statement for the Pan Mine, White
Pine County, Nevada, Gustavson Associates, LLC, May 1, 2015 (1)
| |
MEASURED |
INDICATED |
M&I |
INFERRED |
| Cutoff |
Tonnes |
Grade |
Contained |
Tonnes |
Grade |
Contained |
Tonnes |
Grade |
Contained |
Tonnes |
Grade |
Contained |
| (g/t) |
('000s) |
(g/t) |
('000s oz) |
('000s) |
(g/t) |
('000s oz) |
('000s) |
(g/t) |
('000s oz) |
('000s) |
(g/t) |
('000s oz) |
| 0.27 |
14,221 |
0.58 |
264.7 |
11,075 |
0.47 |
167.4 |
25,298 |
0.53 |
433.3 |
5,456 |
0.50 |
88.4 |
| 0.21 |
16,637 |
0.53 |
283.3 |
14,350 |
0.42 |
192.8 |
30,987 |
0.48 |
477.1 |
8,634 |
0.41 |
112.5 |
| 0.14 |
18,534 |
0.49 |
293.4 |
17,404 |
0.38 |
210.1 |
35,937 |
0.44 |
503.8 |
13,971 |
0.31 |
141.1 |
Note: Open pit optimization was used
to determine potentially mineable tonnage. Measured, indicated and inferred mineral classification was determined according
to CIM Standards. Mineral resources, which are not mineral reserves, do not have demonstrated economic viability.
(1)The Mineral Resource Estimate was prepared by Gustavson.
The 2015 Measured, Indicated and Inferred resource was constrained within a $1,500 Lerchs-Grossman Pit shell. The base case estimate
applies a cutoff grade of 0.14 g/t is based on the current operating costs, the 2011 Feasibility Study recoveries, and a $1,200
gold price. A complete description of the modeling method, environmental and other project risks will be disclosed in the full
technical report to be filed on Sedar within 45 days. Gustavson completed the mineral resource estimate, with Zachary Black acting
as the Qualified Person.
| May 11, 2015 | | |
The 2015 mineral resource estimate includes the addition of
about 44,000 feet of reverse circulation (RC) drilling and 5 additional diamond drilled core holes in comparison to the 2011 mineral
resource estimate. In addition, recent operating experience has improved our understanding of the controls on mineralization. Both
the new data and the updated geologic interpretation have been considered in the estimation and classification of mineral resources.
Recent operating experience has also improved our understanding of controls of mineralization in the deposit and has enhanced the
updated mineral resource model and methods used in the mine’s ore control system. This data has been utilized in the estimation
and classification of mineral resources.
The “reasonable prospects for economic extraction”
requirement referred to in NI 43-101 was tested by designing a series of conceptual open pit shells using Datamine NPVS software.
After review of several scenarios considering different metal prices, Gustavson applied a long-term gold price of US$1,500/oz.
This price considers the 4-year trailing average gold price of US$1,462/oz and a review of recently published resource estimates
based on US$1,500/oz pit shells.
The economic parameters used for this analysis are
based upon current operating costs at the Pan Mine scaled to reflect designed production rates, expected process operating costs
to include agglomeration for material from South Pan as projected in the 2011 Feasibility Study and upon estimated gold recoveries
from metallurgical tests completed to date including agglomeration. Table 2 summarizes the cost and recovery parameters used in
the analysis.
| May 11, 2015 | | |
Table 2. Economic Parameters Used for Open Pit Analysis
| South Pan Deposit |
| Item |
Cost/Rate |
Units |
| Mining Cost |
$2.00 |
US$ per Tonne |
| Processing Cost |
$2.75 |
US$ per Tonne Ore |
| G&A |
$0.80 |
US$ per Tonne Ore |
| Process Recovery |
85% |
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| North Pan Deposit |
| Item |
Cost/Rate |
Units |
| Mining Cost |
$2.00 |
US$ per Tonne |
| Processing Cost |
$3.00 |
US$ per Tonne Ore |
| G&A |
$0.80 |
US$ per Tonne Ore |
| Process Recovery |
62% |
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Note: The
$2.00 mining cost based on the existing mining contract compares to the $1.00
self-mining cost
used in the feasibility study.
Comparison between 2011 and 2015 Resource Estimation
This comparison has excluded the 4,300 ounces of gold
produced to date and the approximate 36,000 contained ounces of gold currently under leach at the Pan Mine. A reduction in the
Measured and Indicated tonnage and grade has contributed to the overall reduction in reported resource ounces. We anticipate that
Inferred ounces may move into the Measured and Indicated categories with additional drilling. Tables 3 and 4 provide a comparison
between the 2011 Mineral Resource Estimate and the 2015 Updated Resource Estimate at a 0.14 g/t cutoff and constrained within the
a single open pit shell at US$1,500/oz gold.
| 2015 |
Measured |
Indicated |
Measured plus Indicated |
Inferred |
| Cutoff (g/t) |
Tonnes ('000s) |
(g/t) |
Contained ('000 oz) |
Tonnes ('000s) |
(g/t) |
Contained ('000 oz) |
Tonnes ('000s) |
(g/t) |
Contained ('000 oz) |
Tonnes ('000s) |
(g/t) |
Contained ('000 oz) |
| 0.14 |
18,534 |
0.49 |
293.4 |
17,404 |
0.38 |
210.1 |
35,937 |
0.44 |
503.8 |
13,971 |
0.31 |
141.1 |
| May 11, 2015 | | |
| 2011 |
Measured |
Indicated |
Measured plus Indicated |
Inferred |
| Cutoff (g/t) |
Tonnes
('000s) |
(g/t) |
Contained
('000 oz) |
Tonnes
('000s) |
(g/t) |
Contained
('000 oz) |
Tonnes
('000s) |
(g/t) |
Contained
('000 oz) |
Tonnes
('000s) |
(g/t) |
Contained
('000 oz) |
| 0.14 |
26,499 |
0.55 |
467.3 |
20,801 |
0.48 |
321.0 |
47,300 |
0.52 |
788.3 |
633 |
0.51 |
10.5 |
Table 3. 2015 Pan Resource Estimate with Comparison to 2011(1)
Note: Calculations based on this table may differ due
to the effect of rounding.
(1) The 2015 Mineral Resource Estimate is presented
at the base case using a 0.14 g/t cutoff. The 2011 resource represented here
is not a calculation previously released by the Company. The 2011 resource is presented here within the same shell as used
for the 2015 estimate to provide a comparison against a consistent volume.
Table 4. Comparison Between 2011 and 2015 M&I
Resource Estimates (0.14 g/t cutoff)
| |
2011 Feasibility |
2015 Updated Resource |
Percent Change |
| Measured plus Indicated – Tonnes ('000s) |
47,300 |
35,937 |
- 24% |
| Measured plus Indicated – Au Grade (g/t) |
0.52 |
0.44 |
- 15% |
| Measured plus Indicated – Contained Au ('000 oz) |
788.3 |
503.8 |
- 36% |
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2011 Feasibility |
2015 Updated Resource |
Percent Change |
| Inferred – Tonnes ('000s) |
633 |
13,971 |
+ 2100% |
| Inferred – Au Grade (g/t) |
0.50 |
0.31 |
- 38% |
| Inferred – Contained Au ('000 oz) |
10.2 |
141.1 |
+1280% |
The updated Mineral Resource is based on additional RC drilling
completed in 2015, as part of an internal investigation into the variance between the production model and the 2011 Feasibility
Study. RC drilling, closely spaced blast hole assays, and in pit geologic mapping indicated that the mineralization was less continuous
along the trend than previously interpreted from resource drilling. Additional changes were also required in the treatment of some
of the historical analytical information to ensure that the mineralized boundaries were properly delineated. This resulted in an
update to the modeling parameters from prior estimates.
Completion of Technical Report
| May 11, 2015 | | |
We anticipate the development of a mine plan and an updated
statement of reserves as part of completing a technical report in accordance with National Instrument 43-101, Standards of Disclosure
for Mineral Projects (“NI 43-101) to be published as required by the Canadian securities regulatory authorities. This
report will be filed on SEDAR within 45 days of this release. Production forecasts and cost estimates will be provided once all
alternatives are evaluated.
About The Resource Estimate
The resource estimate was prepared by Gustavson in accordance
with the Canadian Securities Administrators (“CSA”) NI 43-101 and in compliance with the disclosure and reporting requirements
set forth in Companion Policy 43-101 CP and Form 101-F1 (June 2011). Resources have been classified in accordance with standards
as defined by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) “CIM Definition Standards-For
Mineral Resources and Mineral Reserves”, prepared by the CIM Standing Committee on Reserve Definitions, and adopted by CIM
Council on December 17, 2010. Messrs. Donald E. Hulse, P.E., Zachary J. Black, SME-RM, and Dr. Deepak Malhotra, SME-RM, the qualified
persons working on the Technical Report update, visited the project on April 28 and 29, 2015. Zachary J. Black, SME-RM, who is
independent of the Company, is the Qualified Person for this Mineral Resource Estimate and he has approved the contents of this
news release.
Midway Gold Corp.
Jaime Wells, 720-979-0900
Investor Relations
www.midwaygold.com
Neither the TSX, its Regulation Services Provider (as that
term is defined in the policies of the TSX ) nor the NYSE MKT accepts responsibility for the adequacy or accuracy of this release.
| May 11, 2015 | | |
Neither the TSX, its Regulation Services Provider (as that
term is defined in the policies of the TSX ) nor the NYSE MKT accepts responsibility for the adequacy or accuracy of this release.
This press release contains 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, ability to replace tonnage shortfalls,
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 typically identified by words such as: “plan", "expect",
"anticipate", "intend", "estimate", “budgeted”, scheduled and similar expressions or
the negative of such expressions or which by their nature refer to future events. The forward-looking statements in this press
release are subject to various risks, uncertainties and other factors that could cause the Company's actual results or achievements
to differ materially from those expressed in or implied by forward looking statements. This press release contains information
on mineral resources and minerals resource, which are not mineral reserves with demonstrated economic viability. These risks, uncertainties
and other factors include, without limitation, risks related to the timing and completion of the Company's intended work plans,
risks related to fluctuations in gold prices; uncertainties related to raising sufficient financing to fund the planned work in
a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors;
the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties;
uncertainties involved in the interpretation of drilling results, modeling, engineering and other analysis; risk of inaccurate
estimation of gold resources and reserves; inability to meet debt covenants and obligations; the possibility that the estimated
recovery rates and grades may not be achieved as modeled or projected; the possibility that capital and operating costs may be
higher than currently estimated and may render operations uneconomic; risk of accidents, equipment breakdowns and labor disputes
or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program;
inherent, unanticipated and unknown risks associated with startup and production activities; the possibility that required permits
may not be obtained on a timely manner or at all; changes in interest and currency exchanges rates; local and community impacts
and issues; environmental costs and risks; and other factors identified in the Company's SEC filings and its filings with Canadian
securities regulatory authorities. 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, investors should not attribute undue certainty to or place undue reliance
on forward-looking statements.
Cautionary note to U.S. investors concerning estimates of
reserves and resources: This press release and the documents referenced in this press release use the terms “reserve"
and "mineral resource“, which are terms defined under Canadian National Instrument 43-101 and the Canadian Institute
of Mining and Metallurgy Classification system. Such definitions differ from the definitions in U.S. Securities and Exchange Commission
("SEC") Industry Guide 7. Under SEC Industry Guide 7 standards, a "final" or "bankable"
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis
to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. The SEC normally only permits
issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage
and grade without reference to unit measures. The references to a “resource” in this press release and the documents
referenced in this press release are not normally permitted under the rules of the SEC. It cannot be assumed that all or any part of mineral deposits
in any of the above categories will ever be upgraded to Guide 7 compliant reserves. Accordingly, disclosure in this press release
and in the technical reports referenced in this press release may not be comparable to information from U.S. companies subject
to the reporting and disclosure requirements of the SEC.
| May 11, 2015 | | |