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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (57)	11/21/2012 4:33:00 PM
From: Goose94	Read Replies (2) \| Respond to of 203456

Midway Gold (MDW-V) sets up $70-million (U.S.) placement Nov 21, 2012 - News Release Midway Gold Corp. has arranged a $70-million (U.S.) private placement financing of five-year 8-per-cent convertible Series A preferred shares at a price of $1.85 (U.S.) per share. Kenneth A. Brunk, Midway's chairman, president and chief executive officer, said: "Midway is pleased to welcome lead investor Hale Capital Partners LP as a key strategic financial partner in the pursuit of the company's goal of becoming a Nevada gold producer in the near term. This is a very important step forward for Midway as we have dramatically reduced financing risk in uncertain times, and have done so without incurring hedging on our future gold production or committing to any security over our assets, all while seeking to minimize equity dilution to our shareholders." Martin Hale, chief executive officer and portfolio manager of Hale Capital Partners LP, said, "We have been investors in Midway since 2010 and that history, the quality of the team and properties, and management execution have given us great confidence in supporting the company." The conversion price of the preferred shares represents a significant premium of 37 per cent to the closing price of the company's shares on Nov. 20, 2012. The primary use of proceeds from the private placement will be to advance the Pan heap leach gold project toward production, including the ordering of long-lead-time capital equipment, as well as engineering studies to advance the Gold Rock project. The private placement is subject to customary closing conditions and deliverables. Midway anticipates executing final documentation and closing the private placement on or before Dec. 13, 2012. Key terms of the preferred shares $70-million (U.S.) offering at a price of $1.85 (U.S.) per preferred share; Each preferred share convertible into common shares of the company on a one-to-one basis; Holders of the preferred shares entitled to receive an annual, cumulative preferred 8-per-cent dividend payable quarterly in cash or common shares, at the company's option; Preferred shares redeemable by either the company or the holders after five years from the date of issuance for cash equal to the conversion price, initially $1.85 (U.S.); After a period of one year, subject to certain price and volume conditions, company may force conversion of the preferred shares to common shares on a one-to-one basis; Preferred shares with a liquidation preference equal to 125 per cent of the issue price of the preferred shares in connection with certain liquidation events; Except as otherwise required by law, the holders of preferred shares to be entitled to vote their shares, on an as-converted basis, at meetings of the shareholders of the company; Upon common shareholder approval at the next annual general meeting of the company, the holders of preferred shares to be entitled to nominate and elect a director of the company; The issuance of common shares below a price of $1.85 (U.S.) or repurchase any common shares, requiring the consent of a designated preferred shareholder; No fees or commissions payable in connection with this placement; Investors granted registration rights under a registration rights agreement and other rights related to board and committee appointments under a side letter. We seek Safe Harbor.