Midway Gold Closes US$70 Million Strategic Financing
Midway Gold Corp. ('Midway' or the 'Company') (TSX VENTURE: MDW) (NYSE
MKT:MDW) is pleased to announce that it has closed its previously
announced US$70 million private placement financing (the 'Transaction?)
of five year 8% convertible Series A Preferred shares at a price of
US$1.85 per share ('Preferred Shares?). Kenneth A. Brunk, Midway′s
Chairman, President and CEO commented, 'Midway is pleased to have
reached this significant funding milestone, which allows the Company to
focus on finalizing our construction plans for the Pan project and to
continue development of the Gold Rock project.?
Concurrent with closing, Nathaniel E. Klein, Vice President of Hale
Capital Partners, LP ('HCP?) has resigned from the Company′s board of
directors and Martin M. Hale, Jr., CEO and Portfolio Manager of HCP, was
appointed to fill the resulting vacancy. Mr. Hale was also appointed to
the Company′s Corporate Governance and Nominating Committee,
Compensation Committee, and Budget/Work Plan Committee.
Prior to founding HCP in 2007, Martin was a founding member of Pequot
Ventures (now known as ?FirstMark Capital) where he served as a member of
the General Partner. From 2002 to 2007, Martin was ?a Managing Director
and a Member of the Operating & Investment Committees helping to lead 7
funds ?with approximately US$2.2 billion under management. Prior to
Pequot Ventures, Martin was an Associate at Geocapital Partners and ?an
Analyst at Broadview International. He currently serves as Chairman of
Telanetix, Inc. and is a board member of United Silver Corporation and
Adept Technology. He received his B.A. cum laude from Yale University.
In connection with the Transaction, EREF-MID II, LLC ('EREF-MID II?) and
HCP-MID, LLC ('HCP-MID?), both funds managed by an affiliate of HCP,
acquired 17,837,838 Preferred Shares pursuant to share purchase
agreements entered into with Midway on November 21, 2012. Midway has
been advised by HCP that after giving effect to the Transaction,
EREF-MID II, HCP-MID and their respective affiliates, acquired control
or direction over a total of 17,837,838 Preferred Shares of Midway,
representing approximately 47% of the outstanding Preferred Shares of
Midway and further, upon conversion of the Preferred Shares into common
shares of Midway (the 'Common Shares?), and together with common share
purchase warrants currently held by HCP and its affiliates, HCP and its
affiliates would hold 27,949,522 Common Shares, representing
approximately 15.5% of the issued and outstanding Common Shares on a
fully diluted basis (calculated as if all outstanding warrants and
options to purchase Common Shares were exercised).
In connection with the Transaction, INV-MID,LLC ('INV-MID?) acquired
20,000,000 Preferred Shares pursuant to a share purchase agreement
entered into with Midway on November 21, 2012. Midway has been advised
by INV-MID that after giving effect to the Transaction, INV-MID acquired
control or direction over a total of 20,000,000 Preferred Shares of
Midway, representing approximately 53% of the outstanding Preferred
Shares of Midway, and further, upon conversion of the Preferred Shares
into Common Shares, INV-MID would hold 20,000,000 Common Shares,
representing approximately 11% of the issued and outstanding Common
Shares on a fully diluted basis (calculated as if all outstanding
warrants and options to purchase Common Shares were exercised).
The primary use of proceeds from the private placement will be to
advance the Pan heap leach gold project towards production, including
the ordering of long-lead time capital equipment, as well as engineering
studies to advance the Gold Rock project.
The Preferred Shares and Common Shares issuable upon conversion of the
Preferred Shares are subject to a customary Canadian hold period until
April 14, 2013 and are restricted securities under the U.S. Securities
Act of 1933, as amended.
Neither the Preferred Shares nor the Common Shares issuable upon
conversion of the Preferred Shares or in lieu of cash dividend payments
have been registered under the United States Securities Act of 1933, as
amended, or the securities laws of any state. Each Preferred Share is
convertible into Common Shares of the Company on a 1 to 1 basis. Midway
granted the investors registration rights in connection with the
offering. The securities may be offered or sold only under exemptions
from these registration requirements. This press release does not
constitute an offer of securities.
ON BEHALF OF THE BOARD
'Kenneth A. Brunk'
Kenneth
A. Brunk, Chairman, President and CEO
About Midway Gold Corp.
Midway Gold Corp. is a precious metals company with a vision to explore,
design, build and operate gold mines in a manner accountable to all
stakeholders while assuring return on shareholder investments. For more
information about Midway, please visit our website at www.midwaygold.com
or contact R.J. Smith, Vice President of Administration, at (877)
475-3642 (toll-free).
About Hale Capital Partners
Based in New York City, Hale Capital Partners has established itself as
a leading private equity firm focused on strategic investments in public
companies and their subsidiaries. Hale Capital Partners' team is
comprised of seasoned private equity veterans and entrepreneurs, who
bring not only deep domain expertise but also hands-on operating
experience to help build highly successful companies. Hale Capital
Partners' mining portfolio spans all stages of mine development from
exploration to commercial production.
Neither the TSX Venture Exchange, its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
nor the NYSE MKT accepts responsibility for the adequacy or accuracy of
this release.
This press release contains forward-looking statements within the
meaning of Canadian and United States securities laws about the Company
and its business which may include, but is not limited to, the Company′s
intended use of proceeds, the ability to complete construction plans for
the Pan Project, the plans for development of the Gold Rock Project and
other statements that are not historical fact. Such forward-looking
statements and forward-looking information reflect our current views
with respect to future use of proceeds and are subject to certain risks,
uncertainties and assumptions, including but not limited to risks
related to delays in closing, the receipt of regulatory approvals and
changes in market conditions. 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. 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 and other tests and the estimation of gold resources and
reserves; the possibility that required permits may not be obtained on a
timely manner or at all; the possibility that capital and operating
costs may be higher than currently estimated and may preclude commercial
development or render operations uneconomic; the possibility that the
estimated recovery rates may not be achieved; 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; 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.
Midway Gold Corp.
R.J. Smith, 877-475-3642
Vice President of
Administration
