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: December 1, 2015

(Date of earliest event reported)

MIDWAY GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

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:

Item 1.01. Entry into Material Definitive Agreement.

On December 1, 2015, Midway Gold Corp.’s (the “Company” or “our”) subsidiaries, Midway Gold US Inc. (“Midway”) and Nevada Talon LLC (“Talon,” and together with Midway, the “Sellers”) entered into an Asset Purchase Agreement (the “APA”) to sell Midway’s 30% undivided interest in its Spring Valley joint venture (the “Spring Valley Project”) with Barrick Gold Exploration, Inc. (“Barrick”), and certain related property owned by Sellers (collectively, the “Spring Valley Property”), to Solidus Resources, LLC (“Solidus”) by private sale for US$25 million on the terms set forth in the APA. Sellers filed the Motion of Debtors and Debtors in Possession for Entry of an Order (A) Authorizing the Private Sale of the Spring Valley Property Free and Clear of Liens, Claims, and Interests Pursuant to Sections 363(b) and (f) of the Bankruptcy Code, (B) Approving the Asset Purchase Agreement with Solidus Resources, LLC, (C) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (D) Granting Related Relief (the “Motion”) with United States Bankruptcy Court for the District of Colorado (the “Court”), in In re Midway Gold US Inc., et al, Case No. 15-16835 MER (the “Bankruptcy Case”), seeking approval of the transaction.  Consummation of the transactions contemplated by the APA is subject to approval of the Court and other customary conditions described in the APA. There can be no assurance such conditions will be met.

The following description is a summary of the material terms of the APA and is qualified in its entirety by reference to the text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 hereto.

The Docket related to the Bankruptcy Case, including the Motion and all notices and documentation related to the Bankruptcy Case are available to the public at http://dm.epiq11.com/MGC/Docket.

Item 7.01. Regulation FD Disclosure.

On December 1, 2015, the Company issued the press release announcing that the Company’s subsidiaries executed an Asset Purchase Agreement for the Sale of its 30% interest in Spring Valley.  In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release attached hereto 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 information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Exhibits.

*The exhibit 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.

EXHIBIT INDEX

*The exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.