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 (Date of earliest event reported): ~~July~~August 2318, 2015

ALLIED NEVADA GOLD CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-33119

20-5597115

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9790 Gateway Drive, Suite 200

Reno, Nevada

89521

(Address of principal executive offices)

(Zip Code)

(775) 358-4455

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on March 10, 2015, Allied Nevada Gold Corp. (the “Company” or “Allied Nevada”), a Delaware corporation, and certain of its domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). During the pendency of the Bankruptcy Filing, the Debtors are operating their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

On July 23, 2015, the Debtors entered into an amended and restated restructuring support agreement (the “Amended ~~and Restated Restructuring Support Agreement~~RSA”) with (i) certain holders ~~(the “Initial Consenting Noteholders”)~~ of the Company’s CDN $400 million 8.75% senior unsecured notes due 2019 ~~(the “Notes”)~~, issued by Allied Nevada pursuant to that certain indenture dated as of May 25, 2012 by and between Allied Nevada and Computershare Trust Company of Canada and (ii) the Company’s secured bank lenders ~~(the “Initial Secured Lenders”)~~.

~~The~~On ~~Amended~~August 18, ~~and~~2015, ~~Restated~~the ~~Restructuring~~Debtors ~~Support~~obtained ~~Agreement~~a ~~amends~~waiver ~~and~~(the “Waiver”) ~~restates~~from ~~that~~the ~~certain~~Requisite ~~restructuring~~Consenting ~~support~~Noteholders ~~agreement~~(as ~~dated~~defined asin ofthe ~~March 10,~~Amended ~~2015~~RSA) and ~~sets forth, subject to certain conditions,~~ the ~~commitments~~Requisite toSecured ~~and~~Lenders ~~obligations~~(as ~~of,~~defined onin the ~~one~~Amended ~~hand~~RSA), ~~the~~providing ~~Debtors,~~that ~~and~~they onshall ~~the~~grant ~~other~~all ~~hand,~~waivers ~~the~~and ~~Initial~~consents ~~Consenting~~that ~~Noteholders~~may ~~(and~~be ~~any~~necessary ~~successors~~ or required ~~permitted~~under ~~assigns~~the ~~that~~Amended ~~become~~RSA ~~party thereto,~~to waive the ~~“Consenting~~Creditor ~~Noteholders”)~~Party ~~and~~Termination ~~the~~Event ~~Initial~~arising ~~Secured~~under ~~Lenders~~ Section 5(~~and~~a)(vi) ~~any~~of ~~successors~~the orAmended ~~permitted~~RSA ~~assigns~~as ~~that~~a ~~become~~result ~~party~~of ~~thereto,~~ the ~~“Secured~~Bankruptcy ~~Lenders”~~Court ~~and~~granting ~~together~~relief ~~with~~terminating the ~~Consenting~~automatic ~~Noteholders,~~stay ~~the~~(as ~~“Creditor Parties”~~set )forth in ~~connection~~section ~~with~~362 ~~a restructuring~~ of the ~~Debtors’~~Bankruptcy ~~debt and equity (the “Restructuring Transaction”~~Code) ~~pursuant~~with regard to anthe ~~amended~~lifting ~~plan~~ of ~~reorganization (~~the ~~“Amended~~automatic ~~Plan”)~~stay ~~filed~~with inrespect ~~the~~to ~~Debtors’~~those ~~chapter~~assets ~~11 cases~~set ~~pending~~forth ~~before~~on ~~the~~Schedule ~~Bankruptcy~~A ~~Court~~of onExhibit ~~July~~10.1 ~~23,~~attached ~~2015~~hereto.

~~Pursuant~~The toforegoing ~~the~~description ~~Amended and Restated Restructuring Support Agreement, the Debtors have agreed to, among other things and subject to certain limitations (including Bankruptcy Court approval~~ of the ~~Amended~~Waiver and Restated Restructuring Support Agreement), (a) support and take all reasonable actions necessary to facilitate the implementation and consummation of the Restructuring Transaction (including, but not limited to, the Bankruptcy Court’s approval of the Amended Plan) and (b) not take any action that is ~~inconsistent~~qualified ~~with,~~in orits ~~that~~entirety ~~would~~by ~~reasonably~~reference ~~be expected~~ to ~~prevent, interfere with, delay or impede~~ the ~~implementation~~Waiver orattached ~~consummation~~hereto ofas ~~the~~Exhibit ~~Restructuring Transaction~~10.1 ~~The Creditor Parties have agreed to, among other things~~ and ~~subject to certain limitations (including Bankruptcy Court approval~~ ofincorporated ~~the~~herein ~~Amended~~by ~~Disclosure Statement (as defined below)), (a) vote to accept the Amended Plan and (b) vote against any restructuring transaction other than the Restructuring Transaction~~reference.

~~The~~Item ~~Amended~~8.01. ~~and~~Other Restated Restructuring Support Agreement may be terminated upon the occurrence of certain events, including the failure to meet certain milestones related to confirmation and consummation of the Amended Plan, among other items, and certain breaches by the parties under the Amended and Restated Restructuring Support AgreementEvents.

On ~~July 23~~March 12, 2015, in connection with the ~~Debtors~~Bankruptcy ~~filed~~Filing, the Company entered into a ~~motion~~Secured ~~with~~Multiple Draw Debtor-in-Possession Credit Agreement (as amended by that certain Waiver and Amendment No. 1, dated as of May 7, 2015, that certain Waiver No. 2, dated as of June 8, 2015, and as further amended, waived or otherwise modified from time to time prior to the ~~Bankruptcy~~date ~~Court~~hereof, ~~seeking~~the ~~authorization~~“DIP Credit Agreement”), among the Company, as borrower, the direct and indirect subsidiaries of the Company party thereto from time to ~~assume~~time, as guarantors (together with the ~~Amended~~Company, the “Obligors”), Wilmington Savings Funds Society, FSB, as administrative agent and ~~Restated~~collateral ~~Restructuring~~agent and the lenders from time to time party thereto. On August 18, 2015, the Company was informed ~~Support~~that the majority DIP lenders agreed to waive any default or event of default or anticipated default or event of default arising solely under Section 13.1(w)(i)(D), Section 13.1(w)(x) and Section 13.1(w)(xix) of the DIP Credit Agreement directly as a result of any non-payment of certain capital lease obligations of the Obligors and the lifting of the automatic stay, in each case, solely with respect to the same assets that are set forth on Schedule A of Exhibit 10.1 attached hereto.

~~The~~2 foregoing description of the Amended and Restated Restructuring Support Agreement is qualified in its entirety by reference to the Amended and Restated Restructuring Support Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

OnItem July 23, 2015, the Debtors obtained an exit facility commitment letter (the “Exit Facility Commitment Letter”) from certain affiliates or related funds of Aristeia Capital LLC, Highbridge Capital Management, LLC, Mudrick Capital Management, LP, USAA Asset Management Company, Whitebox Advisors LLC and Wolverine Asset Management LP (collectively, the “Exit Facility Lenders”) to secure the financing necessary for the consummation of the Restructuring Transaction contemplated under the Amended and Restated Restructuring Support Agreement and the Amended Plan9.01. ~~Pursuant~~Financial toStatements ~~the Exit Facility Commitment Letter,~~ and subject to the terms and conditions thereof, the Exit Facility Lenders have agreed to the purchase of new second lien convertible debt in the reorganized Company in an amount such that the initial aggregate principal amount of the new second lien convertible debt will not exceed $80 million. Exhibits

~~The~~(d) ~~Exit Facility Commitment Letter may be terminated upon the occurrence of certain events and certain breaches by the parties under the Exit Facility Commitment Letter.~~ Exhibits

On July 23, 2015, the Debtors filed a motion with the Bankruptcy Court seeking authorization to enter into and perform under the Exit Facility Commitment Letter.


Exhibit No.		Exhibit

Exhibit 10.1		Waiver to Amended and Restated Restructuring Support Agreement, dated August 18, 2015

~~The~~3 foregoing description of the Exit Facility Commitment Letter is qualified in its entirety by reference to the Exit Facility Commitment Letter attached hereto as Exhibit 10.2 and incorporated herein by reference. For more information on the Amended Plan, see Item 7.01 of this Report on Form 8-K.

~~Item~~SIGNATURES ~~7.01. Regulation FD Disclosure.~~

OnPursuant ~~April 24,~~to ~~2015,~~the requirements of the ~~Debtors~~Securities ~~filed~~Exchange ~~with~~Act of 1934, the ~~Bankruptcy~~registrant ~~Court~~has aduly ~~proposed~~caused ~~joint~~this ~~chapter~~report 11to ~~plan~~be ofsigned ~~reorganization~~on ~~and~~its ~~related~~behalf ~~disclosure~~by the undersigned ~~statement~~thereunto duly authorized.

On July 23, 2015, the Debtors filed with the Bankruptcy Court a proposed Amended Joint Chapter 11 Plan of Reorganization (the “Amended Plan”) and related amended disclosure statement (the “Amended Disclosure Statement”). The Amended Plan is subject to acceptance by the Debtors’ creditors (as and to the extent required under the Bankruptcy Code) and confirmation by the Bankruptcy Court. Information contained in the Amended Plan and the Amended Disclosure Statement is subject to change, whether as a result of further amendments to the Amended Plan, third-party actions, or otherwise. Copies of the Amended Plan and Amended Disclosure Statement, as filed, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

~~This~~Exhibit ~~Current~~Index ~~Report on Form 8-K is not intended to be, nor should it be construed as, a solicitation for a vote on the Amended Plan.~~

The Amended Plan and the Amended Disclosure Statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not otherwise subject to the liabilities of that section, and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing


Exhibit No.		Exhibit

Exhibit 10.1		Waiver to Amended and Restated Restructuring Support Agreement, dated August 18, 2015

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit
Exhibit 10.1		Amended and Restated Restructuring Support Agreement dated as of July 23, 2015
Exhibit 10.2		Exit Facility Commitment Letter dated July 23, 2015
Exhibit 99.1		Amended Debtors’ Joint Chapter 11 Plan of Reorganization
Exhibit 99.2		Amended Disclosure Statement for Debtors’ Joint Chapter 11 Plan of Reorganization

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 thereunto duly authorized.

Dated: July 29, 2015	Allied Nevada Gold Corp.
	By:	/s/ Stephen M. Jones
		Stephen M. Jones
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.		Exhibit
Exhibit 10.1		Amended and Restated Restructuring Support Agreement dated as of July 23, 2015
Exhibit 10.2		Exit Facility Commitment Letter dated July 23, 2015
Exhibit 99.1		Amended Debtors’ Joint Chapter 11 Plan of Reorganization
Exhibit 99.2		Amended Disclosure Statement for Debtors’ Joint Chapter 11 Plan of Reorganization

Dated: August 20, 2015

Allied Nevada Gold Corp.

/s/ Stephen M. Jones

Stephen M. Jones

Executive Vice President and Chief Financial Officer

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