Press Releases

Stoltz 4/1/20 Stoltz 4/1/20

USFS UPDATES SCHEDULE FOR STIBNITE GOLD PROJECT’S DRAFT ENVIRONMENTAL IMPACT STATEMENT

Additional Federal Resources Committed to Project to Ensure Timely Completion of Draft EIS

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced the United States Forest Service (“USFS”) and other regulators working on the Stibnite Gold Project (“Project”) have released an updated schedule for the permitting of the Stibnite Gold Project and committed to releasing the draft environmental impact statement (“Draft EIS”) for public review in Q3, 2020. The updated schedule comes after a comprehensive internal review by federal and state regulators of the preliminary Draft EIS that identified areas for improvement and refinement resulting in a more user-accessible document. The USFS has pledged to provide additional resources to undertake the final review and release of the Draft EIS.

The updated schedule should ultimately support a complete and robust record of decision (“ROD”) at the conclusion of the NEPA process later in 2021. A number of key milestones have been built into the updated Draft EIS timeline which will be monitored closely to keep those working on the project on track and on schedule. The USFS intends that the additional time allotted will make the document easier for the public to review and understand. Midas Gold remains committed to providing regulators with the support and information needed to ensure the USFS develops the best alternative possible for the Stibnite Gold Project.

“We have been assured by USFS that they are working diligently to bring additional resources and expertise to the table to complete this process in a timely and cost-effective manner,” said Stephen Quin, President & CEO of Midas Gold Corp. “Just as our teams at Midas Gold are adjusting to being fully productive while working from home, federal agencies are maximizing telework technologies to keep the project moving forward. We have been assured that the agencies have and will dedicate the resources that will enable them to stick to the updated timeline.”

COVID-19 Impacts

The updated timeline also takes into account the evolving situation around the COVID-19 pandemic, as far as can be determined. Mining was named an essential service under Idaho Governor Brad Little’s recent stay-at-home order, so Midas Gold employees are moving the Stibnite Gold Project forward while looking to minimize delays. To protect the health and safety of its employees and the greater community, Midas Gold has transitioned all team members to work from home, where feasible. A number of employees remain at site to monitor and maintain the environmental conditions at site. Federal, state and local agencies have implemented various contingency plans to address the impacts of COVID-19 and are continuing to advance work on the Stibnite Gold Project from remote locations.

Joint Review Process

Seven federal, state and local agencies involved in permitting the Project signed the Stibnite Joint Review Process Memorandum of Understanding (“MOU”) in 2017, committing to work together to evaluate the Plan of Restoration and Operations (“PRO”) for the Stibnite Gold Project under NEPA. The MOU was designed so agencies could collaborate in the review and preparation of the EIS, meet the requirements of the public process and follow a mutually agreed upon schedule. Agency cooperation and collaboration remain key to the timeliness and completeness of the process.

Next Steps in the Regulatory Process

Once the Draft EIS is released, NEPA regulators will provide opportunity for the public and other interested parties to review and comment on the document. Following the public comment period, the USFS and cooperating agencies will respond to all comments and produce the final EIS and a draft ROD. Upon publication of the final EIS, there would be a period for objections and resolution before the final ROD is published. A positive final decision would allow Midas Gold’s subsidiary, Midas Gold Idaho, Inc. (“Midas Gold Idaho”), to seek the issuance of the final permits that are dependent on the ROD being issued.

Stibnite Gold Project Permitting Background

A detailed presentation on the PRO can be found at www.midasgoldcorp.com. Details of previous news releases and technical studies can be found filed under Midas Gold’s profile on SEDAR (www.sedar.com) or at www.midasgoldcorp.com.

About Midas Gold and the Stibnite Gold Project

Midas Gold Corp.’s wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward- Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the USFS and cooperating agencies, the State of Idaho, tribes and other state, federal and local government agencies and regulatory bodies; the timing and procedure for (i) incorporation of improvements into the Draft EIS, (ii) the joint review process, (iii) the next steps in the regulatory process; (iv) the impact of, and the evolving situation surrounding, the COVID-19 pandemic; and (v) the updated schedule for the Draft EIS. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “targeted”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential”, “as far as can be determined” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that, notwithstanding the evolving situation around the COVID-19 pandemic, the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the National Environmental Policy Act (“NEPA”) (including a joint review process involving the USFS, the State of Idaho and other state, federal and local agencies and regulatory bodies) as well as the public comment period, EIS and ROD will proceed in a timely manner and as expected; that agency engagement, cooperation and collaboration as contemplated under the MOU will follow the mutually agreed upon schedule set out therein and proceed as expected and that all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes due to the COVID-19 pandemic, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other stated, federal and local agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project including litigation involving the Nez Perce Tribe; risks related to the outcome of litigation and potential for delay of the Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 3/17/20 Stoltz 3/17/20

MIDAS GOLD COMPLETES US$35.0 MILLION (C$47.6 MILLION) FINANCING

View PDF

Funds to be used to Advance the Stibnite Gold Project, Idaho

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (TSX:MAX / OTCQX:MDRPF) (“Midas Gold” or the “Company”) today reported that it has completed its previously announced offering (the “Offering”) of Canadian dollar denominated 0.05% senior unsecured convertible notes issued by a wholly owned subsidiary of the Company (the “2020 Notes”), raising total gross proceeds of US$35.0 million (C$47.6 million). The 2020 Notes are convertible into common shares of the Company (“Common Shares”) at a price of C$0.4655 per share. All of the 2020 Notes were purchased by Paulson & Co., Inc. (“Paulson”) and no 2020 Notes or Common Shares were taken up under the proposed brokered portion of the Offering.

“We are appreciative of the continued support of Paulson in completing this Offering of the 2020 Notes,” said Stephen Quin, President & CEO of Midas Gold Corp. “Through this Offering, we are now positioned to continue to advance the world class Stibnite Gold Project with certainty of funding.”

Director Appointments

In conjunction with the Offering, Midas Gold will be appointing Marcelo Kim, Partner at Paulson and a current director of the Company, as Chair of its board of directors, and Peter Nixon, current Chair of the board of directors of the Company, as independent Lead Director.

“On behalf of Midas Gold, we thank Peter Nixon for his exemplary leadership as Chair of the Company since its foundation and will continue to work with him in his continuing role as Lead Director,” said Mr. Quin. “Mr. Kim has been an active contributor to the Company since his appointment in 2016 and we look forward to working with him on this next important phase of the Company’s development.”

Paulson Ownership

Under the Offering, Paulson, on behalf of the several investment funds and accounts managed by it, purchased 2020 Notes in the aggregate principal amount of C$47.6 million (US$35.0 million).

Prior to the Offering, Paulson held 9,664,520 Common Shares and C$34,502,500.13 of convertible notes issued in 2016 (“2016 Notes”), representing 3.56% of the outstanding Common Shares of the Company (107,101,685 Common Shares or 29.03% on a partially diluted basis assuming conversion of just the 2016 Notes held by Paulson). Following completion of the Offering, Paulson beneficially owns 9,664,520 Common Shares, representing approximately 3.56% of the Company’s outstanding Common Shares (209,357,324 Common Shares or 44.43% on a partially diluted basis, assuming conversion of only the 2016 Notes and 2020 Notes held by Paulson, and 40.67% assuming conversion of the all of the 2016 Notes, some of which are held by other parties, and the 2020 Notes.

As Paulson already holds more than 20% of the Company’s outstanding securities on a partially diluted basis, the Offering does not materially affect control of the Company.

Use of Proceeds

Midas Gold and its subsidiaries will use the proceeds from the Offering for permitting and feasibility studies for the Stibnite Gold Project and for working capital and general corporate purposes.

Advisors

Fort Capital Partners acted as financial advisor to the Special Committee of the board of directors of the Company. Miller Thomson LLP acted as Canadian legal counsel, and Dorsey & Whitney LLP acted as US legal counsel to Midas Gold. Goodmans LLP acted as Canadian counsel to Paulson.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States unless an exemption from such registration is available.

Forward-Looking Statements

Stoltz 3/10/20 Stoltz 3/10/20

MIDAS GOLD ANNOUNCES PRIVATE PLACEMENT RE-PRICING

View PDF

Funding to support the continued permitting and feasibility work on the Stibnite Gold Project, Idaho

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that it has amended its private placement originally announced on February 27, 2020 (the “Offering”, comprised of the Note Offering and Brokered Offering as defined below) in order to reflect the current market price of the Company’s common shares.

“The turmoil in the market since the announcement of the offering on February 27, 2020 has impacted the price of Midas Gold’s shares, along with many others,” said Stephen Quin, President & CEO. “After considering the market conditions, Midas Gold’s need for additional financing in the near term and the impact of the re-pricing on overall dilution, among other factors, Midas Gold determined that having funding certainty to carry on with its permitting process warranted an agreement to modify the terms of the financing and ensure a timely completion of the Offering.”

Pursuant to the amended terms of the Offering:

the conversion price of the Canadian dollar denominated 0.05% senior unsecured convertible notes (the “Notes”) to be issued by a wholly-owned subsidiary of the Company pursuant to the Offering will be reduced from C$0.53 to C$0.4655;
the purchase price of the common shares of the Company (the “Common Shares”) under the Offering will be reduced from C$0.53 to C$0.4655;
Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (“Paulson”) has agreed to purchase Notes for gross proceeds of a minimum C$34,000,000 (the “Note Offering”), being the Canadian dollar equivalent of US$25 million(1);
BMO Capital Markets and Sprott Capital Partners LP (as co-lead agents) and a syndicate of agents including Cormark Securities Inc. and Haywood Securities Inc. (collectively, the “Agents”) have agreed to act as agents in connection with a best efforts brokered private placement of Notes and/or Common Shares (the “Brokered Offering”) for total gross proceeds of up to C$13,600,000, being the Canadian dollar equivalent of US$10 million(1).
upon completion of the Offering, the Company and the Issuer would receive aggregate gross proceeds of C$47,600,000;
all other material terms of the previously announced Offering remain unchanged, including the following:
- the amount of gross proceeds to be raised under the Offering remains at US$35 million;
- to the extent that any portion of the Brokered Offering is not purchased by other investors, Paulson will subscribe for the remainder of the Brokered Offering amount in the form of additional Notes, thereby ensuring the Offering would be fully subscribed;
- the intended use of proceeds from the Offering is the same as previously announced;
- the Company has applied to the TSX under Section 604(e) of the Manual and will be relying on the “financial hardship” exemption from the requirement to obtain shareholder approval in respect of the Offering; and
- since neither the fair market value of the securities acquired by the Paulson (an insider of the Company), nor the consideration for the securities paid by Paulson, exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101 (as defined below), the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

Total Securities Issuable

As a result of the foregoing, an aggregate of 102,255,639 Common Shares (or 37.66% of the Company’s currently issued and outstanding Common Shares) will be issued or made issuable pursuant to the Offering, whether through the issuance of Common Shares, or the conversion of Notes, sold under the Offering.

A minimum of 73,039,742 Common Shares will be made issuable to insiders (being the number of Common Shares issuable upon the conversion of all Notes to be purchased by Paulson under the Note Offering). To the extent that any portion of the Brokered Offering is not purchased by other investors, up to a maximum of 102,255,639 Common Shares could be made issuable to insiders (being the maximum number of Common Shares issuable upon the conversion of all Notes purchased by Paulson in the event that there are no other subscribers under the Brokered Offering).

The Conversion Price of C$0.4655 represents a 5% discount to the closing price of the Common Shares (a 12.07% discount to the 5-day volume-weighted trading price of the Common Shares) on the Toronto Stock Exchange (“TSX”) on March 9, 2020.

Participation in the Offering by Paulson

Paulson’s current security holdings of the Company consists of 9,664,520 Common Shares and outstanding convertible notes of the Issuer in the principal amount of C$34,502,500.13, representing 3.56% of the outstanding Common Shares of the Company (107,101,685 Common Shares or 29.03% on a partially diluted basis assuming conversion of just the convertible notes currently held by Paulson). Upon completion of the Offering, Paulson will beneficially own 9,664,520 Common Shares, representing approximately 3.21% of the Company’s outstanding common shares (180,141,427 Common Shares or 38.23% on a partially diluted basis, assuming conversion of all convertible securities held by Paulson and no other convertible securities, and 35.00% assuming conversion of all existing convertible notes of the Company; and also assuming all of the Brokered Offering is sold to existing shareholders and other investors as to Common Shares only and no Notes). If no portion of the Brokered Offering is purchased by other investors, Paulson would beneficially own up to approximately 3.56% of the Company’s outstanding common shares (209,357,324 Common Shares or 44.43% on a partially diluted basis, assuming conversion of all convertible securities held by Paulson and no other convertible securities and 40.67% assuming conversion of all existing convertible notes of the Company).

As Paulson already holds more than 20% of the Company’s outstanding securities on a partially diluted basis, the Offering would not materially affect control of the Company.

Listing Review

As an automatic consequence of relying upon the financial hardship exemption under Section 604(e) of the TSX Company Manual, the TSX has commenced a remedial de-listing review, which is normal practice when a listed Company seeks to rely on this exemption. Although the Company believes that it will be in compliance with all of the TSX listing requirements following completion of the Offering, no assurance can be provided as to the outcome of such review and, therefore, the Company’s continued qualification for listing on the TSX.

About Midas Gold and the Stibnite Gold Project

Midas Gold Corp., through its wholly owned subsidiaries, is focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Forward-Looking Information

This news release contains forward-looking statements regarding the Offering, closing of the Offering, use of proceeds of the Offering, the Company’s continued qualification for listing on the TSX, and continued advancement of the Stibnite Gold Project. These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of the Offering will be obtained in a timely manner; that all conditions precedent to the completion of the Offering will be satisfied in a timely manner; that general economic and business conditions will not change in a materially adverse manner; and that the Company will be able to raise additional funds on reasonable terms. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to: general market conditions; the Company’s ability to secure financing on favourable terms; and the additional risks described in the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.

(1 ) Based on an exchange rate of US$1.00 = C$1.36.

Stoltz 2/27/20 Stoltz 2/27/20

MIDAS GOLD ANNOUNCES US$35 MILLION PRIVATE PLACEMENT

View PDF

Funding to support the continued permitting and feasibility work on the Stibnite Gold Project, Idaho

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that it has entered into funding agreements for gross proceeds of US$35 million to be used for funding continued work on the Stibnite Gold Project and for general working capital purposes.

Midas Gold has signed a binding term sheet with Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (“Paulson”), pursuant to which Paulson will purchase Canadian dollar denominated 0.05% senior unsecured convertible notes (the “Notes”) to be issued by a wholly-owned subsidiary of the Company (the “Issuer”) on a private placement basis for gross proceeds of a minimum C$33,202,500 (the “Note Offering”), being the Canadian dollar equivalent of US$25 million().

In addition, Midas Gold and the Issuer have entered into an agreement with BMO Capital Markets and Sprott Capital Partners LP (as co-lead agents) and a syndicate of agents including Cormark Securities Inc. and Haywood Securities Inc. (collectively, the “Agents”) in connection with a best efforts brokered private placement of Notes and/or common shares of the Company (the “Common Shares”) at a price of C$0.53 per Common Share on a private placement basis (the “Brokered Offering”) for total gross proceeds of up to C$13,281,000, being the Canadian dollar equivalent of US$10 million(1). Upon completion of the Note Offering and the Brokered Offering (together, the “Offering”) the Company and the Issuer would receive aggregate gross proceeds of C$46,483,500. To the extent that any portion of the Brokered Offering is not purchased by other investors, Paulson will subscribe for the remainder of the Brokered Offering amount in the form of additional Notes, thereby ensuring the Offering would be fully subscribed.

“Midas Gold appreciates the continued support of its investors, particularly Paulson & Co.,” said Stephen Quin, President & CEO. “While our permitting process has been extended a number of times, driving costs higher, these investments recognize the significant economic and environmental opportunity presented by the Stibnite Gold Project, where redevelopment of a heavily impacted brownfields mine site will provide more than 500 long-term, well-paid jobs in rural Idaho and a long term supply of the critical mineral antimony, while funding the clean-up of decades of environmental impacts from decades of mining by prior owners and the restoration of the site, and particularly passage for salmon and bull trout to the headwaters of the East Fork of the South Fork of the Salmon River for the first time in more than 80 years.”

(1)Based on the Bank of Canada daily exchange rate on February 25, 2020 of US$1.00 = C$1.3281 or C$1.00 = US$0.7530.

Note Terms

The Notes will mature seven years after issuance and are convertible by the holders thereof (the “Noteholders”) at any time prior to the maturity of the Notes, into Common Shares at a conversion price of C$0.53 per Common Share (the “Conversion Price”). The Notes will be redeemable, at the option of the Issuer, at any time after the fourth anniversary of the initial issue date of the Notes, provided that the 20-day volume weighted average trading price (“VWAP”) of the Common Shares on the Toronto Stock Exchange (“TSX”) is not less than 200% of the Conversion Price at the time of redemption and subject to the conversion rights of the Noteholders.

The Notes will constitute a senior unsecured obligation of the Issuer, ranking equally with other existing and future senior unsecured indebtedness and ranking senior to any existing or future subordinated indebtedness, and will bear interest at a rate of 0.05% per year, payable annually, which may be paid in cash or Common Shares (based on the 5-day VWAP on the date that interest is due) at the Issuer’s election, subject to TSX approval. The Notes will contain standard anti-dilution provisions. Upon a change of control, the Issuer will offer to repurchase the Notes at a price equal to 100% of the principal amount of the Notes plus accrued interest.

Brokered Offering

The Brokered Offering will be offered on a private placement basis to existing shareholders of the Company and other investors who are “accredited investors” under applicable securities laws. Subscribers will be entitled to purchase either Notes or Common Shares.The Agents will receive a cash commission of 5% of gross proceeds raised under the Brokered Offering. No commission will be paid on any proceeds received from Paulson.

Conditions to Closing

The completion of the Offering is subject to a number of conditions including obtaining any required regulatory approvals including approval of the TSX. All securities issued in the Offering will be subject to a hold period or seasoning period, as applicable, under Canadian securities laws. All securities issued in the United States will be subject to resale restrictions under U.S. federal and state securities laws.

The Common Shares and Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or any applicable securities laws of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Common Shares or Notes, nor shall there be any offer or sale of the Common Shares or Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Background to the Offering

Over the past number of months, the Company has evaluated a number of options for additional funding, including issues of common shares, royalty and or streaming on antimony and further strategic investments. To date, none of those options have proven to be been available to the Company to a quantum of funding that would address the funding needs through to the anticipated completion of the permitting process. As a result, and having regard to the relatively weak equity market interest in gold development companies, despite higher gold prices, and the Company’s immediate need for additional capital, Paulson made an initial non-binding indicative proposal (the “Initial Proposal”) to the Company for a convertible notes financing similar in structure to that provided by Paulson to the Company in 2016, pursuant to its rights under the existing investor rights agreement between Paulson and the Company (the “Investor Rights Agreement”). The Initial Proposal was for US$35 million in convertible notes wholly taken up by Paulson. Following receipt of the Initial Proposal and consideration of other options available to the Company, including an offer by the Agents to complete the Brokered Offering, the Company and Paulson held discussions that ultimately led to the Offering described above.

Participation in the Offering by Paulson

Paulson’s current security holdings of the Company consists of 9,664,520 Common Shares and outstanding convertible notes of the Issuer in the principal amount of C$34,502,500.13, representing 3.56% of the outstanding Common Shares of the Company (107,101,685 Common Shares or 29.03% on a partially diluted basis assuming conversion of the convertible notes currently held by Paulson). Upon completion of the Offering, Paulson will beneficially own 9,664,520 Common Shares, representing approximately 3.26% of the Company’s outstanding common shares (169,747,911 Common Shares or 37.17% on a partially diluted basis, assuming conversion of all convertible securities held by Paulson and no other convertible securities, and 33.94% assuming conversion of all existing convertible notes of the Company; and also assuming all of the Brokered Offering is sold to existing shareholders and other investors as to Common Shares only and no Notes). If no portion of the Brokered Offering is purchased by other investors, Paulson would beneficially own up to approximately 3.56% of the Company’s outstanding common shares (194,806,402 Common Shares or 42.66% on a partially diluted basis, assuming conversion of all convertible securities held by Paulson and no other convertible securities and 38.95% assuming conversion of all existing convertible notes of the Company).

The terms of the Convertible Notes under the Offering are on par with the Company’s convertible note offering completed in March 2016, which received shareholder approval in 2016, except for the higher conversion price in the current Offering. As Paulson already holds more than 20% of the Company’s outstanding securities on a partially diluted basis, the Offering would not materially affect control of the Company.

In connection with the Note Offering, the Company has agreed to amend the existing Investor Rights Agreement between the Company and Paulson to provide that Paulson will have the right to designate one of its director nominees as the Chair of the board of directors of the Company (the “Board”) and the Company will designate a Lead Director of the Board who will be an independent director.

Total Securities Issuable

An aggregate of 87,704,717 Common Shares (or 32.30% of the Company’s currently issued and outstanding Common Shares) will be issued or made issuable pursuant to the Offering, whether through the issuance of Common Shares, or the conversion of Notes, sold under the Offering.

A minimum of 62,646,226 Common Shares will be made issuable to insiders (being the number of Common Shares issuable upon the conversion of all Notes to be purchased by Paulson under the Note Offering). To the extent that any portion of the Brokered Offering is not purchased by other investors, up to a maximum of 87,704,717 Common Shares could be made issuable to insiders (being the maximum number of Common Shares issuable upon the conversion of all Notes purchased by Paulson in the event that there are no other subscribers under the Brokered Offering).

The Conversion Price of C$0.53 represents a 5% discount to the 5-day VWAP for the 5 trading days up to and including February 21, 2020 (being the last trading day prior to receipt of Paulson’s offer in respect of the Note Offering and the Agents’ offer in respect of the Brokered Offering).

Legal Advisors

The Company has consulted and obtained advice from its corporate counsel, the law firm of Miller Thomson LLP, in regard to the TSX’s requirements and the requirements of applicable securities legislation (including corporate governance requirements) and has considered their input in selecting the most appropriate path the Company should take in light of its financial situation.

Special Committee and its Advisors

The Board appointed a special committee of the Board consisting entirely of members of the Board who are independent of Paulson and management, and who have no direct or indirect interest in the Offering (the “Special Committee”). The Board granted a broad mandate to the Special Committee to review the proposed Offering, as well as to consider and review possible alternative financing options that might be available to the Company. The Special Committee retained independent legal counsel, Paul L. Goldman Law Corporation, to assist it in carrying out its obligations pursuant to the mandate from the Board.

The Special Committee also retained Fort Capital Partners (“Fort Capital”) as its independent financial advisor to review the terms and conditions of Paulson’s Initial Proposal, consider available financing alternatives, recommend the best financing alternative available to the Company, and provide a fairness opinion in connection with the recommended alternative.

The Special Committee met on several occasions and oversaw the negotiations that led to the Offering.

Following their detailed consideration of available financing alternatives to the Company, having regard to the Company’s current circumstances and the state of financial markets, Fort Capital recommended to the Special Committee that Paulson’s Initial Proposal was the best financing alternative available to the Company and the terms are fair, from a financial point of view, to the shareholders of the Company other than Paulson.

The Company subsequently received an offer from the Agents to complete the Brokered Offering on a best efforts basis. Following discussions with Paulson, Paulson’s Initial Proposal was amended to allow for existing shareholders and other investors to participate in the financing through the Brokered Offering.

The Special Committee noted that, due to the time that would be required to obtain shareholder approval and the financial condition of the Company, the Note Offering proposal was only open to acceptance by the Company until March 4, 2020 and was subject to shareholder approval not being required due to the time required relative to the Company’s limited available working capital.

Based on their review and analysis of the Paulson final proposal, and having regard to the limited alternatives available to the Company, its financial position, as well as, but not limited to, their consideration of the report and conclusions of Fort Capital, the Special Committee concluded that the Offering is fair to shareholders and in the best interests of the Company and unanimously recommended to the Board to accept, and subject to all necessary regulatory approvals, to proceed to expedite the closing of the Offering at the earliest possible date.

After receipt of the recommendation by the Special Committee, the Board reviewed the terms and conditions of the Note Offering and the Brokered Offering in detail. Following their review, the Board determined that the Offering is in the Company’s best interests and approved both the Note Offering and the Brokered Offering. Each of Paulson’s nominees on the Board did not attend or participate in any of the deliberations of the Special Committee or the Board in connection with their consideration of the Offering.

Regulatory Exemptions

As the aggregate number of securities to be issued or made issuable pursuant to the Offering (i) would exceed 25% of the currently issued and outstanding Common Shares on a non-diluted basis; and (ii) to insiders would exceed 10% of the currently issued and outstanding Common Shares on a non-diluted basis, the Company would ordinarily be required to obtain shareholder approval under the TSX Company Manual (the “Manual”). However, the Company has applied to the TSX under Section 604(e) of the Manual for a “financial hardship” exemption from the requirement to obtain shareholder approval. The independent members of the Board, who are free from any interest in the Offering and are unrelated to the investors, have authorized such application on the basis of their determination that the Company would be in serious financial difficulty without the Offering and the Offering is designed to improve the Company’s financial situation and is reasonable for the Company in the circumstances.

As Paulson is an insider of the Company, the Offering is a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, as neither the fair market value of the securities acquired by the Paulson, nor the consideration for the securities paid by Paulson, exceeds 25% of the Company’s market capitalization, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

Financial Considerations

If the Company does not complete the Offering, the Company has approximately US$4.6 million of available working capital available to meet ongoing operating costs after providing for certain existing legal obligations of the Company that would be required were the Company not to continue as a going concern. Under the current Board-approved budget, this amount would be depleted before the end of April 2020. Absent a financing, Midas Gold would face near-term insolvency and/or loss of all progress made to date in the extensive and expensive permitting process (with US$53 million invested to date in permitting alone) and which has been ongoing since 2016. The permitting process, once interrupted, will be expensive and difficult to restart and there is serious doubt as to whether it can be resumed in a timely manner or at all. In addition, a break in the continuity in baseline environmental data collection could result in having to restart this data collection process (a two to three year endeavour).

Use of Proceeds

The proceeds from the Offering are reasonably forecast to enable the Company to be funded through to the next major milestone, being the final environmental impact statement and final record of decision on its Stibnite Gold Project. Upon receipt of the proceeds from the Offering (US$35 million less an estimated up to US$0.9 million in transaction costs and Agents’ commission in respect of the Brokered Offering), along with the expected current working capital as at March 1, 2020 (US$9.0 million, which is the US$4.6 million plus an amount of US$4.4 million which is reserved for legal obligations (which would no longer be required to be reserved as the Company continues as a going concern)) the Company would have working capital of approximately US$43.1 million. With the proceeds of the Offering, the Company anticipates that it would be able to continue its work on its key corporate objectives through the end of 2021, assuming currently forecast rates of expenditures.

Listing Review

As a consequence of relying upon the financial hardship exemption under Section 604(e) of the TSX Company Manual, the Company expects that the TSX will commence a remedial de-listing review, which is normal practice when a listed Company seeks to rely on this exemption. Although the Company believes that it will be in compliance with all of the TSX listing requirements following completion of the Offering, no assurance can be provided as to the outcome of such review and, therefore, the Company’s continued qualification for listing on the TSX.

About Midas Gold and the Stibnite Gold Project
Midas Gold Corp., through its wholly owned subsidiaries, is focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Forward-Looking Information
This news release contains forward-looking statements regarding the Offering, closing of the Offering, use of proceeds of the Offering, the Company’s continued qualification for listing on the TSX, and continued advancement of the Stibnite Gold Project. These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of the Offering will be obtained in a timely manner; that all conditions precedent to the completion of the Offering will be satisfied in a timely manner; that general economic and business conditions will not change in a materially adverse manner; and that the Company will be able to raise additional funds on reasonable terms. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to: general market conditions; the Company’s ability to secure financing on favourable terms; and the additional risks described in the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.

Stoltz 1/27/20 Stoltz 1/27/20

DRAFT ENVIRONMENTAL IMPACT STATEMENT FOR STIBNITE GOLD PROJECT ADVANCING TO COMPLETION

View PDF

Interagency collaboration identifies recommended improvements to the Draft EIS

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced, on behalf of its subsidiary Midas Gold Idaho, Inc. (“Midas Gold Idaho”), the United States Forest Service (“USFS”) and other regulators working on the Stibnite Gold Project (“Project”) have, following internal reviews, identified a number of recommended improvements to the Draft Environmental Impact Statement (“Draft EIS”) that is being prepared by the USFS as the lead agency. These recommended improvements to the Draft EIS will ultimately support a complete record of decision (“ROD”) at the conclusion of the permitting process. In order to meet this objective, Midas Gold Idaho has been advised by the USFS that it will be allocating additional expertise and resources from the region and other parts of the USFS to complete the Draft EIS in a timely and comprehensive manner. Midas Gold wants to ensure that the USFS releases the best plan possible for the redevelopment and restoration of the historical Stibnite Mining District and continues to promptly respond to regulators’ requests, so the USFS can incorporate these improvements into the Draft EIS in a timely and efficient manner. The USFS advised that it will update the release date for the Draft EIS in early February 2020 and will provide the revised project schedule in its quarterly Schedule of Proposed Actions update to be published on April 1, 2020.

“We are committed to ensuring that the public has access to the most accurate and complete information and analysis possible, including comprehensive discussion of the mitigation and restoration plans proposed by Midas Gold Idaho for this heavily impacted historic mine site. This will ensure that the public, agency, tribes and other stakeholder reviews and comments are well informed. A robust Draft EIS will allow the balance of the regulatory review to be completed in a timely and efficient manner,” said Stephen Quin, President & CEO of Midas Gold Corp. “Our team has always been committed to designing the best project possible and that is what needs to be reflected in the Draft EIS when it is released.” Midas Gold Idaho expects to see the Draft EIS released by the USFS within two to three months, subject to the USFS, which is preparing the Draft EIS, and concurrence of the cooperating agencies.

Joint Review Process

Next Steps in the Regulatory Process

Once the Draft EIS is released, there will be a minimum of a 45-day public comment period as required by NEPA. Immediately following the public comment period, the USFS and cooperating agencies will respond to all comments and produce the final EIS and a draft ROD. Upon publication of the final EIS, there would be a period for objections and resolution before a final ROD is published. A positive final decision would allow Midas Gold Idaho to seek the issuance of the final permits that are dependent on the ROD being issued.

Early Actions for Environmental Improvements

The Stibnite Mining District has been heavily impacted by past mining activities over a span of almost 100 years. Most of the legacy impacts at site occurred during World War II, when the site was a critical supplier of strategic metals needed for the war effort, and well before environmental legislation existed. Notwithstanding that it has not operated on the site and is not responsible for the site’s legacy impacts, Midas Gold Idaho’s plan of restoration and operations incorporates a comprehensive view of what it will take to restore and redevelop the site and leave behind a functional ecosystem fully and permanently supportive of enhanced fish populations and cleaner water.

For the past two years, Midas Gold Idaho began working with regulators to develop a framework under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) to address historical legacy impacts at the site. Midas Gold Idaho is proposing some cleanup actions that, upon approval, could take place as early as this year that are designed to immediately improve water quality in a number of areas on the site while longer-term actions are being evaluated through the NEPA process. Such early actions would take place under a voluntary administrative order on consent (“AOC”) under CERCLA that would afford legal certainty for Midas Gold Idaho in performing any approved actions. Pursuant to a process that was agreed to late last year, drafts of the AOC and work plans for such early actions are currently under review by the Environmental Protection Agency (“EPA”), Idaho Department of Environmental Quality (“IDEQ”), Shoshone-Bannock Tribes, and USFS. An ancillary outcome of the AOC would be the opportunity to request the court for a stay, or to dismiss, the Clean Water Act litigation (see news release dated December 4, 2019). Under CERCLA and case law precedent, a Federal court has no jurisdiction over a pending Clean Water Act case where an AOC addresses both the same site and the same goals of the pending lawsuit.

Midas Gold Idaho continues to believe that the optimum solution for the site is for all stakeholders to work together to implement the comprehensive and permanent reclamation and restoration of the numerous legacy issues around the site, funded through cash flow from the redevelopment of the site as a modern mining operation. These early actions offer a concrete example of what such collaborative discussions can yield.

Stibnite Gold Project Permitting Background

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the USFS, EPA, IDEQ, the State of Idaho, tribes and other state, federal and local government agencies and regulatory bodies; the timing and procedure for (i) incorporation of improvements into the Draft EIS, (ii) the joint review process, (iii) the CERCLA AOC and work plans with the EPA; and the actions to be taken with respect to litigation under the Clean Water Act, including its potential dismissal pursuant to a completed AOC. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “targeted”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under NEPA (including a joint review process involving the USFS, the State of Idaho and other state, federal and local agencies and regulatory bodies) as well as the public comment period, EIS and ROD will proceed in a timely manner and as expected; that agency engagement, cooperation and collaboration as contemplated under the MOU will follow the mutually agreed upon schedule set out therein and proceed as expected and that all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other stated, federal and local agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project including litigation involving the Nez Perce Tribe; risks related to the outcome of litigation and potential for delay of the Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 12/4/19 Stoltz 12/4/19

MIDAS GOLD’S STIBNITE GOLD PROJECT CONTINUES TO ADVANCE

View PDF

Publication of Draft Environmental Impact Statement for Proposed Stibnite Gold Project Anticipated in Jan. 2020

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) reported today that the U.S. Forest Service (“USFS”) has indicated that the Draft Environmental Impact Statement (“EIS”) for the Stibnite Gold Project (“Project”) in Valley County, Idaho, will be made available for public review in January 2020. Midas Gold Idaho continues to work closely with federal and state regulators to ensure that the permitting process remains on track. The USFS also anticipates issuing a Final EIS and Draft Record of Decision (“ROD”) in Q4 2020 and the Final ROD for the Project in Q1 2021. The USFS, as lead agency working in cooperation with the six other federal, state and local agencies responsible for permitting the Project, provided an indication of the timeline as part of a regular update on the Project.

“The USFS and cooperating agencies continue to advance the regulatory review of the Stibnite Gold Project and, in January 2020, the public will be able to begin commenting on our proposed redevelopment and restoration of this historical mining area,” said Laurel Sayer President & CEO of Midas Gold Idaho. “After years of thorough analysis and review, we are much closer to fully realizing the benefits of the Stibnite Gold Project. Through redevelopment of a brownfields site, this Project is designed to restore fish habitat, reconnect salmon to their native spawning grounds and address numerous legacy impacts from historical mining activities to improve water quality. If permitted, we will bring hundreds of well-paying jobs to rural Idaho and invest hundreds of millions of dollars in the state while bringing environmental restoration to a long-abandoned mine site. We want to see all of this happen and we will continue to work closely with regulators to meet the Project timeline.”

Joint Review Process

Seven federal, state and local agencies involved in permitting the Project signed the Stibnite Joint Review Process Memorandum of Understanding (“MOU”) in 2017, committing to work together to evaluate the Plan of Restoration and Operations (“PRO”) for the Project under the National Environmental Policy Act (“NEPA”). The MOU was designed so agencies could collaborate in the review and preparation of the EIS, meet the requirements of the public process and follow a mutually agreed upon schedule. Agency cooperation and collaboration remains key to the timeliness and completeness of the process.

Permitting Process & Schedule

The PRO was accepted as complete by the USFS in December 2016, and the USFS conducted Public Scoping in June and July of 2017. Since that time, the USFS, their contractor AECOM, and other cooperating agencies have continued with their review of the PRO, baseline data and public comments, defining potential alternatives and analyzing them, and reviewing additional information they requested and which Midas Gold Idaho has provided. In response to agency comments and, based on results of modelling performed by Midas Gold Idaho, Midas Gold Idaho modified a number of Project components to reduce Project footprint, improve water quality and enhance habitat. This modified PRO (“ModPRO”) is being considered alongside other alternatives being assessed by the regulators under NEPA.

Under NEPA, regulators need to ensure that they meet the regulatory requirements to support a robust and defensible Record of Decision. During the review process, regulators filed 127 requests for additional information (“RFAI”) and have submitted multiple additional requests for clarification to Midas Gold Idaho to ensure the thoroughness of the environmental impact analysis and to aid in their careful consideration of the proposed plan and various alternative development scenarios, including those set out in the ModPRO.

“Our team is working hard to design, permit and build a modern mining project that can be profitable and have a positive impact on the local community and environment,” said Laurel Sayer, CEO of Midas Gold Idaho. “The review by the USFS is comprehensive and thorough and will help make our project better. In fact, through the permitting process, we have been able to identify multiple refinements to our initial proposal that reduce the Project impact and improve environmental outcomes, including those detailed in the modified PRO. We are proud of the work we have completed and look forward to moving into the next phase of permitting.”

Next Steps in the Regulatory Process

The Draft EIS is the culmination of a thorough environmental analysis and assessment of multiple alternatives, which is required by NEPA. Once the Draft EIS is released, which the USFS has indicated should take place in January 2020, there will be a minimum of a 45-day public comment period as required by NEPA. Immediately following the public comment period, the USFS and cooperating agencies will respond to all comments and produce the Final EIS and a Draft ROD, which is anticipated to occur in Q4 2020. Upon publication of the Final EIS, there would be a period for objections and resolution before a Final ROD is published. The Final ROD is now anticipated in Q1 2021. A positive final decision would allow Midas Gold Idaho to seek the issuance of the final permits that are dependent on the ROD being issued. Additional details on the schedule will be announced by the USFS on or about January 2, 2020.

Feasibility Study Status

Midas Gold Idaho’s technical team and consultants continue to advance the feasibility study for the Project; the study will be completed following the issuance of the Draft EIS, to ensure that Project components included in the Draft EIS are addressed in the study. While substantially all of the work related to mineral resource estimation, metallurgy, ore processing, geotechnical, tailings management, mining, surface and ground water management, infrastructure (including access road, powerline, tunnel, and worker housing) and other aspects of the Project needed to support a feasibility study are well advanced, finalization of the design, capital and operating costs, and the technical report, are awaiting completion of various ongoing optimization studies and publication of the Draft EIS.

As previously disclosed, the feasibility study will incorporate the results of a number of Project optimizations, including updated mineral resource estimates, results of optimized metallurgy and processing, optimized layout and plant design, and other considerations. A number of these optimizations are focused on reducing potential environmental effects and impacts from mine redevelopment, reducing technical risks, and to enhance the restoration of the site to ensure a healthy, sustainable ecosystem during and after operations. The extended permitting schedule has provided the opportunity to undertake value engineering exercises and third-party reviews that would typically be completed after a feasibility study. The results of these processes have led to optimization and risk reduction in various aspects of the Project, including: the process flowsheet; plant layout; mine planning, scheduling and stockpiling; and sitewide water management.

Litigation Update

As announced on June 7, 2019, Midas Gold reported that it and its subsidiaries were advised by the Nez Perce Tribe (“Tribe”) that it intended to initiate legal action against the Corporation and its subsidiaries related to water quality impacts due to historical mining activity prior to Midas Gold’s and its subsidiaries involvement with the site. The Tribe subsequently filed the legal action in the U.S. District Court of Idaho on August 8, 2019 and the Corporation and its subsidiaries are defending against the litigation, filing several responses to the allegations requesting the Federal court to stay the proceedings while negotiations with the U.S. Environmental Protection Agency (“EPA”), the Idaho Department of environmental Quality (“IDEQ”) and the USFS are proceeding on an agreement to further address site conditions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). The Corporation and its subsidiaries are also requesting the Federal Court to dismiss the action. Should such an agreement be concluded, the Tribe’s lawsuit is required to be dismissed under CERCLA.

Neither Midas Gold nor its subsidiaries caused the current water quality issues at the site. Neither Midas Gold nor its subsidiaries have ever conducted any mining operations at site and therefore have no control or responsibility for any pollutant discharges on the site. Midas Gold’s subsidiaries’ actions on the Project site have been limited to studying current mineral resource potential and environmental conditions in the Stibnite Mining District, evaluating the optimal solutions for remediation and restoration and presenting those solutions to the governmental agencies with appropriate regulatory authority as part of an integrated redevelopment plan for the site. Midas Gold’s subsidiaries have routinely and regularly communicated with environmental regulators on the issue of the site’s water quality. Midas Gold’s subsidiaries have regularly reported to the Federal and State regulators current information on the condition of surface and groundwater and are working closely with the IDEQ and the EPA to gain permission to take further action and learn more about the specific causes of degraded water quality.

Midas Gold continues to believe that the best solution for the site is for all stakeholders to work together to implement the comprehensive reclamation and restoration of the numerous legacy issues around the site, funded through cash flow from the redevelopment of the site as a modern mining operation.

Stibnite Gold Project Permitting Background

About Midas Gold and the Stibnite Gold Project

Midas Gold’s subsidiaries are focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the USFS, the State of Idaho and other government agencies and regulatory bodies; the indication of timeline provided by the USFS; the anticipated timing for issuance of the draft and final EIS and ROD; the potential for job creation, investment and environmental restoration; next steps in the regulatory process including, but not limited to, the timing for receipt of and responses to public comments, and the announcement by the USFS of additional details on the schedule; and the expected timing for completion of the feasibility study for the Project and the projected contents of the feasibility study; . In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the NEPA (including a joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and EIS will proceed in a timely manner and as expected; that all requisite information will be available in a timely manner; that the progression of the litigation involving the Nez Perce Tribe will proceed and be ruled on by the court on the basis and within the time frame as expected. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under the NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to the outcome of litigation and potential for delay of the Project; risks related to opposition to the Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 10/7/19 Stoltz 10/7/19

PERMITTING PROCESS FOR MIDAS GOLD’S STIBNITE GOLD PROJECT CONTINUES TO ADVANCE

View PDF

Record of Decision for Proposed Stibnite Gold Project Still Expected in Late Q4 2020

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”)reported today that permitting for the Stibnite Gold Project (“Project”) continues to move forward on the schedule announced on April 2, 2019, without any additional delays. Midas Gold Idaho, a subsidiary of Midas Gold, has been working closely with federal and state regulators to ensure that the permitting remains on track with the agreed schedule. This is the second quarter in a row that the United States Forest Service (“USFS”) has held to issuing a Draft Environmental Impact Statement (“EIS”) for public comment in late Q4 2019. This schedule also forecasts issuing a Final EIS and Draft Record of Decision (“ROD”) in Q3 2020 and the Final ROD for the Project in late Q4 2020. The USFS, in cooperation with the six other federal, state and local agencies responsible for the permitting schedule, provided the updated timeline as part of its quarterly update on the Project, which is located in Valley County, 44 miles northeast of Cascade and 14 miles from Yellow Pine, Idaho.

“We are pleased that the USFS continues to meet the permitting schedule published in April 2019 and that, in a few months’ time, the public will be able comment on our proposed project,” said Laurel Sayer President & CEO of Midas Gold Idaho. “After years of thorough analysis and review, we are getting closer to fully realizing the benefits of the Stibnite Gold Project. Through redevelopment of a brownfields site, this Project is designed to restore fish habitat, reconnect salmon to their native spawning grounds and address numerous legacy impacts from historical mining activities in order to improve water quality. If permitted, we will bring hundreds of well-paying jobs to rural Idaho and invest hundreds of millions of dollars in the state while bringing environmental restoration to a long-abandoned mine site. We want to see all of this happen and we will continue to work closely with regulators to meet the project timeline.”

Joint Review Process

Seven federal, state and local agencies involved in permitting the Project signed the Stibnite Joint Review Process Memorandum of Understanding (“MOU”) in 2017, committing to work together to evaluate the Plan of Restoration and Operations (“PRO”) for the Stibnite Gold Project under the National Environmental Policy Act (“NEPA”). The MOU was designed so agencies could collaborate in the review and preparation of the EIS, meet the requirements of the public process and follow a mutually agreed upon schedule. Agency cooperation and collaboration remains key to the timeliness and completeness of the process.

Permitting Schedule

The PRO was accepted as complete by the USFS in December 2016, and the USFS submitted a Notice of Intent to initiate review of the Project and then conducted Public Scoping in June and July of 2017. Since that time, the USFS, their contractor AECOM, and other cooperating agencies have continued with their review of the PRO, baseline data and public comments, defining potential alternatives and analyzing them, and reviewing additional information they requested and which Midas Gold Idaho has provided. In response to agency comments and, based on the results of analysis of potential outcomes modelled by Midas Gold Idaho, Midas Gold Idaho modified a number of Project components in order to reduce Project footprint, improve water quality and enhance habitat. This modified PRO (“ModPRO”) is being considered alongside other alternatives being assessed by the regulators under NEPA.

Under NEPA, regulators need to ensure that they meet the regulatory requirements to support a robust and defensible Record of Decision. During the review process, regulators filed 127 requests for additional information (“RFAI”) in order to evaluate the thoroughness of the environmental impact analysis and have received tens of thousands of pages of additional data and analysis to aid in their careful consideration of the proposed plan and various alternative development scenarios, including those set out in the ModPRO. In January and April 2019, the USFS had pushed back the release of the Draft EIS in order to accommodate thorough and comprehensive evaluations of the information provided in the ModPRO and in response to information provided under the RFAIs.

“Our team is working hard to design, permit and build a modern mining project that can be profitable and have a positive impact on the local community and environment,” said Laurel Sayer, CEO of Midas Gold Idaho. “We appreciate the painstaking review by the USFS because we know it will make our project better. In fact, through the permitting process, we have been able to identify multiple refinements to our initial proposal that reduce the project impact and improve environmental outcomes, including those detailed in the modified PRO. We are proud of the work we have completed and look forward to moving into the next phase of permitting. We appreciate the USFS and other regulator’s commitment to the maintain the permitting timeline as they complete their review.”

Next Steps in the Regulatory Process

The USFS, on behalf of the various regulatory agencies, is currently completing the alternatives assessment and environmental analysis as required by NEPA. This is the core of the review process and provides the basis for drafting of the Draft EIS, which is currently being prepared.

The next opportunity for public review and comment will come when the agencies release the Draft EIS, which is currently anticipated to take place late Q4 2019, with a 45-day public comment period to commence following publication of the Draft EIS. After the comment period, the USFS and cooperating agencies would produce the Final EIS and a Draft ROD as well as addressing public comments received on the Draft EIS. Upon publication of the Final EIS, there would be a period for objections and resolution before a Final ROD is published. A positive final decision would allow Midas Gold Idaho to seek the issuance of the final permits that are dependent on the ROD being issued.

Feasibility Study Status

Midas Gold Idaho’s technical team and consultants continue to advance their work on a feasibility study for the Stibnite Gold Project, which will be completed following the issuance of the Draft EIS to ensure that any Project components in the Draft EIS are addressed in the study. While substantially all of the work related to mineral resource estimation, metallurgy, geotechnical, infrastructure (including road access, powerline, tunnel design) and other aspects of the Project needed to support a feasibility study is well advanced, finalization of the design and estimating of capital and operating costs and the actual feasibility study are awaiting completion of various ongoing optimization studies and the Draft EIS.

As previously disclosed, the feasibility study looks to incorporate the results of a number of Project optimizations, including updated mineral resource estimates, results of optimized metallurgy and processing, optimized layout and plant design, and other considerations. A number of these optimizations are focused on reducing potential environmental effects and impacts from mine redevelopment, and to enhancing the restoration of the site to ensure a healthy, sustainable ecosystem during and after operations. The extended permitting schedule, resulting from the delays announced in late 2018 and early 2019, does provide the opportunity to undertake certain value engineering exercises, where deemed appropriate, and to include the results of such evaluations in the feasibility study. As part of this Project optimization process, Midas Gold’s personnel and its consultants are also working to optimize various aspects of the Project, including mine planning, scheduling and stockpiling, plant layout and water management strategies.

Litigation Update

On or before October 18, 2019, Midas Gold Idaho will file its initial response to the lawsuit filed by the Nez Perce Tribe under the Clean Water Act, which litigation was discussed in the news release dated June 7, 2019. Before the action was filed, the Company was engaged, and continues to be, in negotiations with the United States Environmental Protection Agency, the State of Idaho and the United States Forest Service to further address site legacy conditions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), issues that the Company did not create. Midas Gold Idaho continues to believe that, instead of litigation, the best solution for the site is for all stakeholders to work together to implement the comprehensive reclamation and restoration of the numerous legacy issues around the site, funded through cash flow from the redevelopment of the site as a modern mining operation.

Stibnite Gold Project Permitting Background

About Midas Gold and the Stibnite Gold Project

Midas Gold Corp., through its wholly owned subsidiaries, are focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including, but not limited to, actions to be taken by the USFS, the State of Idaho and other government agencies and regulatory bodies; the anticipated permitting schedule; next steps in the regulatory process; and potential timing for completion of a feasibility study. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the NEPA (including a joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and EIS will proceed in a timely manner and as expected; and that all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under the NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to the outcome of potential litigation; risks related to opposition to the Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 8/9/19 Stoltz 8/9/19

MIDAS GOLD CONTINUES TO ADVANCE SOLUTIONS TO ADDRESS PRE-EXISTING CONTAMINATION IN THE STIBNITE MINING DISTRICT

View PDF

Midas Gold’s Stibnite Gold Project Designed to Address Legacy Issues

August 9, 2019 – Midas Gold Corp. (TSX:MAX, OTCQX:MDRPF) (“Midas Gold” or the “Company”) understands that the Nez Perce Tribe has followed on from its Notice of Intent to sue (as reported by Midas Gold on June 6, 2019) by filing suit in federal court on essentially the same matters as discussed in the June 6, 2019 release. Midas Gold will vigorously defend the unwarranted and misguided lawsuit over water quality in the Stibnite Mining District related to historical mining activity dating back over 80 years and long before the Company acquired any rights to the site. Midas Gold is not, and has never, operated on site and is not responsible for the existing contamination but has proposed the Stibnite Gold Project (“Project”) as a means for providing the much-needed cleanup of historical waste polluting the area today. The lawsuit ignores the fact that Midas Gold Idaho has been actively working with regulators to gain permission to begin addressing water quality concerns even before the Project begins.

“It is unfortunate that we are now adversaries in ligation instead of partners in restoration,” said Laurel Sayer, CEO of Midas Gold Idaho. “Midas Gold and the Tribe are aligned on our concerns over water quality in the historic mining district and believe something must be done. This is why we’ve been working with the federal and state environmental regulators for well over a year and half on solutions, and for much longer on permitting the permanent solution. And, while we agree the site needs immediate attention to clean up the damage of the past, make no mistake – the problems outlined in this lawsuit were not caused by Midas Gold. We agree there is a problem, but a far better path would be for the Tribe to spend its energy and resources working with us on a solution rather than filing lawsuits. Filing a lawsuit at this stage merely impedes the process of the site getting the attention it deserves.”

Midas Gold has never conducted any mining operations at Stibnite and therefore has no control or responsibility for any pollutant discharges at the site. The Company’s actions have been limited to studying current conditions, evaluating the optimal solutions for remediation and restoration and presenting those solutions to the regulators responsible for permitting the site.

Water quality in the historical Stibnite Mining District has been impacted by more than a century of mining activity, most of which took place before modern environmental regulations existed. There are over three million tons of tailings from the World War II era laying unconstrained in the Meadow Creek Valley, capped by an additional seven million tons of spent heap leach ore, and numerous other open pits and waste rock dumps across the site. It is not unexpected to see elevated levels of metals in ground and surface water with these conditions.

Midas Gold developed its Plan of Restoration and Operations, which is currently under review of the U.S. Forest Service (USFS), to improve water quality and fix the long-standing environmental issues facing the site as part of its proposed Stibnite Gold Project. The proposed Project would reconnect fish to their native spawning grounds, fix the largest source of sedimentation in the river and remove tailings and waste rock that degrade water quality.

Midas Gold has been studying the water quality of the site for almost a decade. Water quality sampling undertaken by the Company as part of its characterization of the site showed very high arsenic and antimony levels, far beyond what is considered acceptable for drinking water or aquatic life standards. The Company has regularly submitted this and other water quality information to the USFS and state and federal environmental regulators as a part of Midas Gold’s continuing obligations under the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). Under CERCLA, the Company is required to exercise appropriate care on the site and provide notice to environmental regulators regarding any discovery of hazardous substances and provide full cooperation, assistance and access to individuals authorized to act on site in hopes of finding solutions to improve the current conditions.

Midas Gold has been working closely with the Idaho Department of Environmental Quality and the United States Environmental Protection Agency to gain permission to take immediate action and learn more about the specific causes of degraded water quality in a number of locations. Under CERCLA, Midas Gold is not legally responsible for cleanup of site legacy impacts caused by previous mining companies or directed by government agencies. However, the Company wants to be part of the solution.

Despite Midas Gold’s proposed plan to improve water quality and address legacy issues caused by others, the Nez Perce Tribe nonetheless decided to move forward with its lawsuit against Midas Gold.

Midas Gold has engaged with and attempted to work with the Nez Perce Tribe for the last several years. In fact, the Company has reached out on multiple occasions, but the Tribe has refused the most recent overtures by the Company to collaborate on solutions for the Stibnite District.

Independent from its defense of this unproductive lawsuit, the Company will continue moving forward with its long-standing work to assess and improve water quality in the area, restore the site and return the site to environmental standards not seen in decades through responsible, modern mining.

About Midas Gold and the Stibnite Gold Project
Midas Gold, through its wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

About the Stibnite Gold Project:
The historic Stibnite Mining District has seen over 100 years of mining activity. In 1938, the area became subject to large-scale mining on private and federal lands, largely for purposes of aiding the war effort with the production of tungsten and antimony. Since then, limited remediation of environmental legacies has occurred, but major impacts remain. The East Fork of the South Fork of the Salmon River flows directly into an abandoned mining pit, blocking anadromous fish from reaching spawning grounds. Abandoned tailings and waste rock lie on the valley floor, in unlined facilities, and are a threat to ground and surface water quality.

Midas Gold had no involvement in any of the historic mining that occurred at Stibnite. However, the Company’s plan for the Stibnite Gold Project contains a comprehensive plan for the reclamation, remediation and restoration of a landscape scarred by legacy contamination and addressing historical mining impacts across much of the site funded by the redevelopment of the site as a significant, long-life, modern mining operation. Midas Gold’s Plan of Restoration and Operations is currently under review by regulators.

Stibnite Gold Project Permitting Background

A detailed presentation on the Plan of Restoration and Operations can be found at www.midasgoldcorp.com. Details of previous news releases and technical studies can be found filed under Midas Gold’s profile on SEDAR (www.sedar.com) or at www.midasgoldcorp.com.

Forward-Looking Information
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the USFS, the State of Idaho and other government agencies and regulatory bodies. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the National Environmental Policy Act (including a joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and Environmental Impact Statement will proceed in a timely manner and as expected; and that all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under the NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other agencies and regulatory bodies (including, but not limited to, future US government shutdowns); uncertainty as to what further actions or steps, if any, the Nez Perce Tribe will take; risks related to opposition to the Stibnite Gold Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 7/19/19 Stoltz 7/19/19

MIDAS GOLD CORP. ANNOUNCES CLOSING OF C$19.9 MILLION BOUGHT DEAL PUBLIC OFFERING

View PDF

Funds to be used to advance the Stibnite Gold Project, Idaho

June 19, 2019 – Midas Gold Corp. (TSX:MAX, OTCQX:MDRPF) (“Midas Gold” or the “Company”) is pleased to announce that it has closed the previously announced bought deal equity financing (the “Offering”) led by RBC Capital Markets and BMO Capital Markets (as co-lead underwriters) and including Haywood Securities Inc. The Company has issued 33,200,000 common shares (the “Offered Shares”) at a price of C$0.60 per Offered Share for aggregate gross proceeds of C$19,920,000. The Offered Shares were qualified for distribution by a prospectus supplement dated June 12, 2019 to the Company’s existing Canadian base shelf prospectus dated April 4, 2019.

The net proceeds from the sale of the Offered Shares will be used to advance the feasibility study on, and permitting for, the redevelopment and restoration of the Stibnite Gold Project, Idaho, and for general working capital purposes.

Paulson & Co. Inc. (“Paulson”) purchased 9,664,520 Offered Shares to maintain its pro rata interest of 29.11% of outstanding common shares on a partially diluted basis assuming conversion of only the outstanding senior unsecured convertible notes held by Paulson (and no other outstanding convertible securities of the Company) into common shares, pursuant to Paulson’s contractual participation right under the investor rights agreement dated March 17, 2016, as amended May 9, 2018, between Paulson, Idaho Gold Resources Company, LLC (a subsidiary of Midas Gold) and the Company.

Barrick Gold Corporation (“Barrick”) purchased 7,274,142 Offered Shares, pursuant to its contractual participation commitment under the investor rights agreement dated May 16, 2018, as amended March 24, 2019, May 15, 2019 and May 24, 2019 between Barrick and the Company. Upon completion of the Offering, Barrick has a 19.9% ownership interest of all outstanding common shares of the Company.

By virtue of the participation of Paulson and Barrick, both of which are insiders of the Company, the Offering constituted a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) thereunder.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Offered Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Midas Gold and the Stibnite Gold Project

Midas Gold, through its wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Caution Regarding Forward Looking Information:

This news release contains forward-looking statements regarding the use of proceeds of the Offering and continued advancement of the Stibnite Gold Project. These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, that general economic and business conditions will not change in a materially adverse manner. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to general market conditions and the additional risks described in the Company’s final short form base shelf prospectus dated April 4, 2019 and prospectus supplement dated June 12, 2019, the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.

Stoltz 6/10/19 Stoltz 6/10/19

MIDAS GOLD CORP. ANNOUNCES BOUGHT DEAL PUBLIC OFFERING

View PDF

Vancouver, June 10, 2019 – Midas Gold Corp. (TSX:MAX, OTCQX:MDRPF) (“Midas Gold” or the “Company”) has today entered into an agreement with RBC Capital Markets and BMO Capital Markets (as co-lead underwriters) and a syndicate of underwriters (collectively, the “Underwriters”) in connection with a bought deal public offering (the “Offering”) of 33,200,000 common shares of the Company (the “Common Shares”). The Common Shares will be offered at a price of C$0.60 per Common Share for gross proceeds of approximately C$19.9 million.

The proceeds from the sale of the Common Shares will be used to advance the feasibility study on, and permitting for, the redevelopment and restoration of the Stibnite Gold Project, Idaho, and general working capital.

Paulson & Co. Inc. (“Paulson”) has indicated its intent, by participating in the Offering, to maintain its pro rata interest of 29.11% of outstanding Common Shares, on a partially diluted basis assuming conversion of only the outstanding senior unsecured convertible notes held by Paulson (and no other outstanding convertible securities of the Company) into Common Shares, pursuant to Paulson’s contractual participation right under the investor rights agreement dated March 17, 2016, as amended May 9, 2018, between Paulson, Idaho Gold Resources Company, LLC (a subsidiary of Midas Gold) and the Company.

Barrick Gold Corporation (“Barrick”), a 19.6% shareholder of the Company, pursuant to its contractual participation commitment under the investor rights agreement dated May 16, 2018, as amended March 24, 2019, May 15, 2019 and May 24, 2019 between Barrick and the Company, has indicated its intent to acquire, through participation in the Offering, such number of Common Shares as will allow Barrick to have a 19.9% ownership interest of all outstanding Common Shares upon completion of the Offering.

The Common Shares to be issued under the Offering will be offered in accordance with the terms of a prospectus supplement in all provinces in Canada except Quebec and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and such other jurisdictions as may be agreed upon by the Company and the Underwriters.

Closing of the Offering is expected to occur on or about June 19, 2019 and is subject to regulatory approval including that of the Toronto Stock Exchange.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Midas Gold and the Stibnite Gold Project
Midas Gold Corp., through its wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

About Midas Gold and the Stibnite Gold Project

Midas Gold Corp., through its wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Caution Regarding Forward Looking Information:

This news release contains forward-looking statements regarding the Offering, closing of the Offering, use of proceeds of the Offering, the filing of one or more prospectus supplements, and continued advancement of the Stibnite Gold Project. These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of any shelf prospectus filings and related offerings will be obtained in a timely manner; that all conditions precedent to the completion of the Offering will be satisfied in a timely manner; that general economic and business conditions will not change in a materially adverse manner; and that the Company will be able to raise additional funds on reasonable terms. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to: general market conditions; the Company’s ability to secure financing, on favourable terms, pursuant to the Company’s final short form base shelf prospectus dated April 4, 2019 (the “Shelf Prospectus”) and any prospectus supplements; and the additional risks described in the Shelf Prospectus and the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.

Stoltz 6/6/19 Stoltz 6/6/19

MIDAS GOLD’S PLAN TO ADDRESS PREVIOUS WATER CONTAMINATION IN STIBNITE MINING DISTRICT MODERN MINING OFFERS SOLUTIONS TO PROBLEMS CREATED BY HISTORIC MINING ACTIVITY

View PDF

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”) today announced that it has been advised that the Nez Perce Tribe intends to initiate legal action against the Company and its subsidiaries related to water quality impacts related to historical mining activity undertaken prior to Midas Gold’s involvement in the site.

Water quality in the historical Stibnite Mining District (the “District”) has been impacted by more than a century of mining activity, most of which took place before modern environmental regulations existed. In 2016, Midas Gold Idaho, Inc., an Idaho-based mining company that has never operated in the District, submitted a Plan of Restoration and Operations to improve water quality and fix the long-standing environmental issues facing the site as part of its proposed Stibnite Gold Project. Despite this proposal, the Nez Perce Tribe recently announced its intent to sue Midas Gold over its concerns of high concentrations of arsenic and other contaminants in the water at the site.

“We have long shared the Nez Perce Tribe’s concerns over water quality in the Stibnite Mining District and we are well aware of the site’s historically degraded water quality,” said Laurel Sayer, CEO of Midas Gold Idaho. “Filing a lawsuit will not fix the problem. Instead, the site needs to be cleaned up, a point on which we are certain the Tribe can agree with.”

Midas Gold did not cause the current water quality issues at the site. Midas Gold has never conducted any mining operations at site and therefore has no control or responsibility for any pollutant discharges. The Company’s actions have been limited to studying current conditions in the District, evaluating the optimal solutions for remediation and restoration and presenting those solutions to the regulators responsible for the site.

The Stibnite Mining District is a highly mineralized area and there are over three million tons of tailings from the World War II era laying unconstrained in the Meadow Creek valley, capped by an additional seven million tons of spent heap leach ore, and numerous other open pits and waste rock dumps across the site. It is therefore not unexpected to see elevated levels of metals in ground and surface water and it is likely that elevated levels of arsenic and antimony have been a problem for decades. Water quality sampling undertaken by Midas Gold as part of its characterization of the site showed very high arsenic and antimony levels, far beyond what is considered acceptable for drinking water or aquatic life standards. One monitoring station, which is adjacent to the East Fork of the South Fork of the Salmon River and downslope from a historic waste dump and hazardous waste repository installed by the US Forest Service (USFS), measured arsenic at more than 700 times higher than the drinking water standard. The Company has regularly submitted this and other water quality information to the USFS and state and federal environmental regulators as a part of Midas Gold’s ongoing obligation to report data to the agencies.

Midas Gold has routinely been meeting with environmental regulators on the issue of the site’s water quality. More recently, the Company began working closely with the Idaho Department of Environmental Quality and the United States Environmental Protection Agency to gain permission to take action and learn more about the specific causes of degraded water quality. Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), Midas Gold is not legally responsible for legacy impacts at site caused by previous mining companies. However, the proposed Stibnite Gold Project, as set out in the Company’s Plan of Restoration and Operations submitted to regulators in 2016, is designed to resolve many problems facing site – including reconnecting fish to their native spawning grounds, fixing the largest source of sedimentation in the river and removing tailings and waste that degrade water quality. With the levels of arsenic and antimony being detected at elevated levels, Midas Gold believes it is important to work directly with regulators to address the causes of water contamination.

Midas Gold has been evaluating the region as a potential opportunity for redevelopment since 2009 and, in 2016, presented the Plan of Restoration and Operations to the USFS. The plan was designed to bring economic investment and environmental restoration to a mining district that suffers from many legacy impacts.

“Private industry is the partner regulators and local communities need to bring solutions to the Stibnite Mining District,” said Sayer. “Over the past several years, our team of engineers, consultants and experts have undertaken a wide-ranging characterization of the current issues at the site in order to develop a comprehensive plan to profitably and responsibly use mining to address the contamination and legacy issues. A lawsuit is counterproductive to a solution.”

Midas Gold has engaged with and tried to work with the Nez Perce Tribe for the last several years. The Tribe’s threat to sue the Company does not improve the water quality at the site, but Midas Gold hopes it will raise awareness of the current issues at Stibnite and importance of addressing environmental degradation in the area.

About the Stibnite Gold Project:

The historic Stibnite Mining District has seen over 100 years of mining activity. In 1938, the area became subject to large-scale mining on federal lands, largely for purposes of aiding the war effort with the production of tungsten and antimony. Since then, limited remediation of environmental legacies has occurred, but major impacts remain. The East Fork of the South Fork of the Salmon River flows directly into an abandoned mining pit, blocking anadromous fish from reaching spawning grounds. Abandoned tailings and waste rock lie on the valley floor, in unlined facilities, and are a threat to ground and surface water quality.

Midas Gold had no involvement in any of the historic mining that occurred at Stibnite. However, the Company’s plan for the Stibnite Gold Project contains a comprehensive plan for the removal, remediation, reclamation and restoration of legacy contamination and addressing of historical mining impacts across much of the site funded by the redevelopment of the site as a significant, long-life, modern mining operation. Midas Gold’s Plan of Restoration and Operations is currently under review by regulators.

Stibnite Gold Project Permitting Background

About Midas Gold and the Stibnite Gold Project

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward- looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the USFS, the State of Idaho and other government agencies and regulatory bodies. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the National Environmental Policy Act (including a joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and Environmental Impact Statement will proceed in a timely manner and as expected; and that all requisite information will be available in a timely manner. Forward- Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under the NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other agencies and regulatory bodies (including, but not limited to, future US government shutdowns); uncertainty as to what action or steps, if any, the Nez Perce Tribe will take; risks related to opposition to the Stibnite Gold Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 5/7/19 Stoltz 5/7/19

MIDAS GOLD REPORTS RESULTS OF ANNUAL GENERAL MEETING

View PDF

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”) today announced the results of its annual general meeting (the “AGM”), which was held in Vancouver on May 7, 2019. Following the meeting, Stephen Quin, President and CEO, provided those present with an overview of the Company’s progress over the past year and its plans going forward.

Annual General Meeting Voting Result

A total of 156,623,640 million common shares were represented at the AGM, or 66.4% of the votes attached to all outstanding shares at the Company’s record date of March 13, 2019. The Company’s shareholders voted in favour of the election of all director nominees listed in the Company’s management information proxy circular. Detailed results of the vote for the election of directors are as follows:

Name of Nominee	Votes For	Votes Withheld	Total Votes*	Percentage of Votes For*	Percentage of Votes Withheld*
Keith Allred	111,431,970	284,741	111,716,711	99.75%	0.25%
Jaimie Donovan	107,217,662	4,498,049	111,715,711	95.97%	4.03%
Brad Doores	111,393,492	323,219	111,716,711	99.71%	0.29%
Marcelo Kim	107,120,697	4,596,014	111,716,711	95.89%	4.11%
Peter Nixon	111,432,813	283,898	111,716,711	99.75%	0.25%
Stephen Quin	107,221,255	4,495,456	111,716,711	95.98%	4.02%
Javier Schiffrin	107,147,845	4,568,866	111,716,711	95.91%	4.09%
Donald Young	111,388,658	328,053	111,716,711	99.71%	0.29%

* Not all shares were voted in respect of all motions therefore the combined number of shares voted for or withheld may not add up to the total votes represented at the meeting.

The directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed.

The Company’s shareholders also approved the appointment of Deloitte LLP, Chartered Accountants, as the auditors of the Company for the fiscal year ending December 31, 2019 (99.39% voted in favour).

Detailed voting results for the meeting are available on SEDAR at www.sedar.com.

Corporate Update

Following the AGM, Stephen Quin, President & CEO of Midas Gold Corp. provided an update in respect of the Stibnite Gold Project, noting progress on advancing the project towards completion of a feasibility study and advancing the regulatory assessment process for site restoration and mine development.

About Midas Gold and the Stibnite Gold Project
Midas Gold Corp., through its wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Stoltz 4/16/19 Stoltz 4/16/19

MIDAS GOLD GRANTS SHARES & CASH TO THE STIBNITE FOUNDATION

View PDF

Stibnite Foundation will help to fund important community projects in Idaho

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) today announced it has provided an initial cash grant of $100,000 and issued 1.5 million common shares in the capital of the Company (the “Foundation Shares”), valued at US$877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation (the “Foundation”) were made in accordance with the Company’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement, details of which can be found in the Company’s December 4, 2018 news release. The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains region of Idaho.

The Foundation Shares are subject to, among other things, a hold period of four months, and may not be traded until August 17, 2019 except as permitted by applicable securities legislation and the rules and policies of the Toronto Stock Exchange.

“Being involved in the communities where we work has always been a strong part of the ethos of our company,” said Laurel Sayer, CEO of Midas Gold Idaho. “Since day one, we have helped to support the projects and causes that are important to the community. Over the past ten years, we’ve donated hundreds of thousands of dollars to local organizations, helped support efforts to upgrade two community parks and given many hours of our time to give back to the place we call home. Establishing the Stibnite Foundation is the next chapter of our company’s commitment to giving back to Idaho.”

Midas Gold will be required to directly address impacts of the Stibnite Gold Project, such as power and road improvements and environmental mitigation, through the permitting process. The Stibnite Foundation is intended to be a tool to fund projects that address other community desires and needs that may arise. Midas Gold will fund the Foundation through a combination of cash and stock contributions with the intent that the Foundation forms an endowment that can support local communities for generations. This is the first issuance of shares to the foundation, with additional cash and share grants scheduled tied to future progress.

About the Stibnite Foundation
The Stibnite Foundation was created through the establishment of a Community Agreement between Midas Gold Corp, Midas Gold Idaho and Adams County, Cascade, Council, Donnelly, Idaho County, New Meadows, Riggins and Yellow Pine. The Community Agreement was signed at the end of 2018.

Each of the communities who are part of the agreement appoint one representative to sit on the board of directors for the Stibnite Foundation. Communities are still in the process of appointing their representatives, and these appointments are anticipated to be completed in the near future. The Foundation places decision-making authority into the hands of the board of directors, and in turn the local communities. Midas Gold strongly believes that community members know the best investments to make to have the biggest impact.

Any group or community project may apply for funding from the Foundation, regardless of participation in the Community Agreement.

The Community Agreement obligated Midas Gold to create the Foundation and contribute cash and shares based on calendar and project milestones. In fulfillment of requirements for 2019, in addition to the grant of shares, Midas Gold will contribute a total of $200,000 this year and will provide another $100,000 in 2020. The Stibnite Foundation will continue to receive contributions from Midas Gold throughout operations based on a percentage of profit, as well as an additional grant of shares .

Midas Gold is in the process of establishing the necessary legal and tax status to begin operating as a charitable foundation. Charitable giving will begin within a year after receiving the necessary tax status from the Internal Revenue Service.

Stibnite Gold Project Permitting Background
A detailed presentation on the PRO can be found at www.midasgoldcorp.com. Details of previous news releases and technical studies can be found filed under Midas Gold’s profile on SEDAR (www.sedar.com) or at www.midasgoldcorp.com.

Forward-Looking Information
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions, courses of action and business objectives. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “advance”, “create”, “benefit”, “intends” or variations of such words and phrases or statements that certain actions, events or results “completion”, “would”, “occur” or “be achieved”. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. In making the forward-looking statements in this news release, Midas Gold has applied several material assumptions, including the assumption that general business and economic conditions will not change in a materially adverse manner. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 4/4/19 Stoltz 4/4/19

MIDAS GOLD CORP. FILES FINAL BASE SHELF PROSPECTUS

View PDF

Filing of Shelf Prospectus provides future financial flexibility to advance the Stibnite Gold Project

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”) today announced that it has now filed a final short form base shelf prospectus (the “Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, except Quebec. This follows the completion of a regulatory review of the preliminary base shelf prospectus, the filing of which was reported on March 12, 2019.

The Shelf Prospectus will allow Midas Gold to offer and issue up to C$200 million of common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the “Securities”) during the next 25-months. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which would be set forth in a subsequently filed prospectus supplement.

The Company filed the Shelf Prospectus to provide future financial flexibility as it advances its flagship Stibnite Gold Project but has not determined whether or not to undertake an offering of Securities. As reported in its audited financial statements dated December 31, 2018, Midas Gold had cash on hand of US$29.9 million at year end.

Filing of Amended Technical Report

In connection with the Shelf Prospectus filings, the Company has filed an amended technical report entitled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” dated effective December 8, 2014 and amended March 28, 2019 (the “PFS”). Amendments to the PFS include changes to: (i) clarify that the mineral resource estimate is consistent with the CIM Definition Standards adopted by the CIM Council on May 10, 2014 (with no resulting changes to the mineral resource estimate in the PFS); and (ii) remove the comparison of the 2012 preliminary economic assessment. Similar changes have been made to the investor presentation available on the Company’s website.

These documents are available under the Company’s profile on the SEDAR website (www.sedar.com).

The Securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Securities in any State or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Midas Gold and the Stibnite Gold Project
Midas Gold Corp., through its wholly owned subsidiaries are focused on the exploration and, if warranted, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Caution Regarding Forward Looking Information
This news release contains forward-looking statements regarding potential financings pursuant to the Shelf Prospectus; the filing of one or more prospectus supplements; and continued advancement of the Stibnite Gold Project. These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of any shelf prospectus filings and related offerings will be obtained in a timely manner; that general economic and business conditions will not change in a materially adverse manner; and that the Company will be able to raise additional funds on reasonable terms. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to: general market conditions; the Company’s ability to secure financing, on favourable terms, pursuant to the Shelf Prospectus and any prospectus supplements; and the additional risks described in the Shelf Prospectus and the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.

Stoltz 4/2/19 Stoltz 4/2/19

STATE & FEDERAL AGENCIES UPDATE PERMITTING SCHEDULE FOR MIDAS GOLD’S STIBNITE GOLD PROJECT

View PDF

Record of Decision for Proposed Stibnite Gold Project Expected in Late Q4 2020

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) today announced that it has been advised that the United States Forest Service (“USFS”) anticipates issuing a Draft Environmental Impact Statement (“Draft EIS”) for public comment in late Q4 2019, with a Final EIS and Draft Record of Decision (“ROD”) anticipated in Q3 2020 for the Stibnite Gold Project (“Project”). This schedule would put the Final ROD for the Project in late Q4 2020 and incorporates the impacts the partial shutdown of the federal government and additional modeling of alternatives requested by the regulators. The USFS, in cooperation with the six other federal, state and local agencies responsible for the permitting schedule, provided the updated timeline as part of its quarterly update on the Project, which is located in Valley County, 39 miles east of McCall and 14 miles from Yellow Pine, Idaho.

“Our goal is to help ensure the permitting agencies are prepared and able to present a robust and thorough analysis of the Stibnite Gold Project to the public,” said Stephen Quin, President & CEO of Midas Gold Corp. “The partial government shut down that ended earlier in 2019, combined with additional modeling of alternatives for the Draft EIS, have slowed the process but should allow for the Draft EIS to be shared with the public at the end of 2019.” In its news release of January 29, 2019, Midas Gold had already accommodated some of these potential delays in its schedule update released on that date but had cautioned that the impacts of the partial government shutdown could not be determined at that time.

Many Idaho leaders are closely following the Project and changes to the timeline, including Idaho’s First Congressional District Congressman Russ Fulcher, in whose district the Project lies. “One of my goals in Congress is to bring new jobs and opportunities to rural Idahoans,” said Rep. Russ Fulcher. “The Stibnite Gold Project proposes new high paying jobs while also cleaning up a brownfield site and other legacy impacts from the Second World War. We need regulators to do their jobs, but we also need permits to move forward. I am disappointed by the recent announcement of additional delay. We need the project to stay on a reliable timeline and for the Stibnite Gold Project to become a reality.”

Joint Review Process

Seven federal, state and local agencies involved in permitting the Project signed the Stibnite Joint Review Process Memorandum of Understanding (“MOU”) in 2017, committing to work together to evaluate the Plan of Restoration and Operations (“PRO”) for the Stibnite Gold Project under the National Environmental Policy Act (“NEPA”). The MOU was designed so agencies could collaborate in the review and preparation of the EIS, meet the requirements of the public process and follow a mutually agreed upon schedule. Agency cooperation and collaboration remains key to the timeliness and completeness of the process.

Updated Schedule

The PRO was accepted as complete by the USFS in December 2016, and the USFS submitted a Notice of Intent to initiate review of the Project and then conducted Public Scoping in June and July of 2017. Since that time, the USFS, their contractor AECOM, and other cooperating agencies have continued with their review of the PRO, baseline data, public comments, defining potential alternatives and analyzing them, and reviewing additional information they requested and which Midas Gold has provided. As noted above, the USFS recently advised Midas Gold they anticipate issuing a Draft EIS for public comment in late Q4 2019 with the target date of an approved Final ROD in late Q4 2020.

Regulators need to ensure that they meet the regulatory requirements to support a robust and defensible Record of Decision. They have been requesting additional data, evaluating the thoroughness of the environmental impact analysis, while ensuring alternative development scenarios are carefully considered. Midas Gold has received 116 requests for additional information (“RFAI”) and has provided the requested information to all but two of the RFAIs issued to date. The updated schedule reflects a number of adjustments to both the baseline analysis, water modeling and alternatives development processes in order to accommodate thorough and comprehensive evaluations of the information provided in response to RFAIs, as well as conduct additional analysis and evaluation of alternatives.

“The partial government shutdown unfortunately extended the schedule and the request for more modeling of alternatives has had additional impacts on the schedule. While we appreciate the need of each of the agencies involved in the Stibnite Joint Review Process to thoroughly evaluate the Project and various alternatives, we nevertheless look forward to completing this phase of the permitting process as soon as practicable and putting a solid Draft EIS out to the public for review,” said Laurel Sayer, President and CEO of Midas Gold Idaho, Inc., the Project operator. “The Stibnite Gold Project has the potential to bring hundreds of well-paying jobs to rural Idaho, hundreds of millions of dollars of investment into the state and restore fish passage and fish habitat, as well as address numerous legacy impacts on water quality related to historical mining activities. We want to bring all of these benefits to Idaho, which is why we are excited to continue moving the Project forward.” Most of the legacy impacts at site occurred during World War II, when the site was a critical supplier of strategic metals needed for the war effort, and well before environmental legislation existed. Notwithstanding that it is not responsible for the site’s legacy impacts, Midas Gold’s plan of restoration and operations takes a comprehensive view of what it will take to restore and redevelop the site and leave behind a functional ecosystem fully and permanently supportive of enhanced fish populations and cleaner water.

Next Steps in the Regulatory Process

The USFS, on behalf of the various regulatory agencies, is currently completing the alternatives assessment and environmental analysis as required by NEPA. This is the core of the review process and will provide the basis for drafting of the Draft EIS, which is currently being prepared.

The next opportunity for public review and comment will come when the agencies release the Draft EIS, which is currently anticipated to take place late Q4 2019, with a public comment period anticipated to run from late 2019 into early 2020. After the comment period, the USFS and cooperating agencies would produce the Final EIS and a Draft ROD as well as respond to public comments received on the Draft EIS. Upon publication of the Final EIS, there would be a short period for objections and resolution before a Final ROD is published. A positive final decision would allow Midas Gold to seek the issuance of the final permits that are dependent on the ROD being issued.

Sustainability Report

In March 2019, Midas Gold Idaho released its 2018 Sustainability Report. This annual report highlights Midas Gold’s community and environmental achievements and can be found digitally at www.midasreport.com. Along with planting over 3,000 trees and volunteering over 3,000 hours in the community, the report provides details of Midas Gold’s evaluation of, and commitment to, mitigating light pollution in support of central Idaho’s dark skies reserve.

Community Engagement

In parallel with the formal NEPA process, Midas Gold is continuing its extensive community and stakeholder engagement process, which has been underway for several years. In late 2018 and early 2019, eight community and county governments near the Project commenced collaborative engagement with Midas Gold through the Stibnite Advisory Council, which was established under a community agreement. The Stibnite Advisory Council holds monthly meetings to discuss aspects of the project and community needs. Midas Gold has also established the Stibnite Foundation and funded the first contribution of $100,000 as an obligation identified in the Community Agreement.

Feasibility Study Status

As previously noted, the feasibility study looks to incorporate the results of a number of Project optimizations, including updated mineral resource estimates, results of optimized metallurgy and processing, optimized layout and plant design, and other considerations. A number of these optimizations are focused on reducing potential environmental effects and impacts from mine redevelopment, and to enhancing the restoration of the site to ensure a healthy, sustainable ecosystem during and after operations. The extended permitting schedule does provide the opportunity to undertake certain value engineering exercises, where deemed appropriate, and include the results of such evaluations in the feasibility study.

Stibnite Gold Project Permitting Background

About Midas Gold and the Stibnite Gold Project

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the U.S. Forest Service, the State of Idaho and other government agencies and regulatory bodies. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential” and “robust”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the NEPA (including a joint review process involving the U.S. Forest Services, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and EIS will proceed in a timely manner and as expected; and that all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under the NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the US Forest Services, State of Idaho and other agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Stoltz 3/25/19 Stoltz 3/25/19

MIDAS GOLD CORP. AMENDS INVESTOR RIGHTS AGREEMENT WITH BARRICK GOLD

View PDF

Barrick commits to provide lead order and fund up to US$5 million

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”) today announced that it has amended the investor rights agreement dated May 16, 2018 (“IRA”) entered into with Barrick Gold Corporation (“Barrick”) in conjunction with Barrick’s US$38 million investment in Midas Gold completed in May 2018. These amendments were made at Midas Gold’s request and are designed to increase financing flexibility and options for Midas Gold, including a commitment by Barrick to provide a lead order.

“As we continue to advance the Stibnite Gold Project through completion of a feasibility study and regulatory approval of our plan for the restoration and redevelopment of this brownfields site, Barrick’s investment and support has been instrumental in the progress we have made towards our goals,” said Stephen Quin, President & CEO of Midas Gold Corp. “We appreciate Barrick’s flexibility to accommodate our requested amendments to the terms of the IRA, and its willingness to commit to take its proportionate share of any future financing undertaken under the IRA, as amended.” As disclosed in its audited financial statements filed on SEDAR, at December 31, 2018 Midas Gold had a cash balance of US$29.9 million.

“Barrick is pleased to support Midas Gold as it advances its Stibnite Gold Project in Idaho through the permitting and feasibility process,” said Mark Bristow, President & CEO of Barrick Gold. Barrick currently owns approximately 19.744% of Midas Gold’s issued shares.

Amendments to the IRA include provision of a standby commitment from Barrick to fund up to an aggregate of US$5 million in respect of any future financing by Midas Gold that constitutes a “Permitted Offering” as defined in the IRA, subject to the terms and conditions of the amended IRA. The amendment to the IRA, which is subject to regulatory approval, will be filed under Midas Gold’s profile on SEDAR at www.sedar.com in accordance with applicable securities laws.

About Midas Gold and the Stibnite Gold Project

Midas Gold Corp., through its wholly owned subsidiaries, is focused on the exploration and, if warranted, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

Caution Regarding Forward Looking Information

This news release contains forward-looking statements regarding potential financings contemplated in the IRA, as amended. These forward-looking statements are provided as of the date of this news release, or the effective date of the documents referred to in this news release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of the amendment to the IRA and any potential financing will be obtained in a timely manner; that general economic and business conditions will not change in a materially adverse manner; and that the Company will be able to raise additional funds on reasonable terms. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to: general market conditions; the Company’s ability to secure additional financing on favourable terms; and the additional risks described in the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.

Stoltz 3/12/19 Stoltz 3/12/19

MIDAS GOLD CORP. FILES PRELIMINARY BASE SHELF PROSPECTUS

View PDF

Shelf Prospectus increases flexibility and options for potential future financings

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”) today announced that it filed a preliminary short form base shelf prospectus with the securities commissions in each of the provinces of Canada, except Quebec.

The base shelf prospectus (the “Shelf Prospectus”) has not yet become final for the purpose of the sale of any Securities. When final, the Shelf Prospectus would allow Midas Gold to offer and issue up to C$200 million of common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the “Securities”) during the 25-month period that the Shelf Prospectus is effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which would be set forth in a subsequently filed prospectus supplement.

The Company is filing this Shelf Prospectus to maintain financial flexibility as it advances its flagship Stibnite Gold Project but has not whether or not to undertake an offering of Securities.

A copy of the preliminary short form base shelf prospectus is available on SEDAR (www.sedar.com).

About Midas Gold and the Stibnite Gold Project

Stoltz 1/31/19 Stoltz 1/31/19

MIDAS GOLD REPORTS CHANGES TO ITS BOARD OF DIRECTORS

View PDF

Jaimie Donovan to replace Mark Hill as Barrick Gold Nominee

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) (“Midas Gold” or the “Company”) today announced that it has appointed Jaimie Donovan to its Board of Directors, replacing Mark Hill, who resigned as Barrick’s representative from the Company’s Board.

“We welcome Ms. Donovan to the Board of Directors of Midas Gold and look forward to benefiting from her technical and capital markets expertise,” said Peter Nixon, Chairman of Midas Gold’s Board of Directors. “We also thank Mr. Hill for his contributions to the Board of Directors over the past year and wish him well with his new responsibilities for Barrick in Latin America and Australia.”

Additional Details

Jaimie Donovan is the Head of Growth and Evaluations for Barrick in North America, where she oversees the evaluation and development of regional investment opportunities. Prior to that Ms. Donovan held senior positions at Barrick Gold as Vice President of Evaluations, and Waterton Global Resource Management as a Principal and head of Evaluations. Ms. Donovan has over 18 years of experience in the mining industry spanning roles in Operations, Corporate Development and Capital Allocation. Ms. Donovan holds a Bachelor’s degree in Mining Engineering (B.Eng.) and a Bachelor’s degree in Commerce (B.Com. Finance) from the University of Western Australia.

Stoltz 1/29/19 Stoltz 1/29/19

STATE & FEDERAL AGENCIES UPDATE PERMITTING SCHEDULE FOR MIDAS GOLD'S STIBNITE GOLD PROJECT

View PDF

Record of Decision for Proposed Stibnite Gold Project Expected in Q3 2020

VANCOUVER, BRITISH COLUMBIA - Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX) today announced that it has been advised that the United States Forest Service (“USFS”) anticipates issuing a Draft Environmental Impact Statement (“DEIS”) for public comment in Q3 2019, with a Final EIS and Draft Record of Decision (“ROD”) anticipated in Q2 2020 for the Stibnite Gold Project (“Project”). This schedule would put the Final ROD for the Project in Q3 2020. The USFS, in cooperation with the six other federal, state and local agencies responsible for the permitting schedule, provided the updated timeline as part of its quarterly update on the Project, which is located in Valley County, 39 miles east of McCall and 14 miles from Yellow Pine, Idaho.

“The quarterly schedule released by the USFS extends the timeframe to complete permitting in order to accommodate agency requests for additional information and analysis, including modelling of alternatives,” said Stephen Quin, President & CEO of Midas Gold Corp. “While the extended timeframe is disappointing, we believe that this additional time safeguards the successful completion of the permitting process and ensures the best plan moves forward towards a robust, defensible decision.” This extension recognizes all parties’ commitment to ensuring the analysis required under the National Environmental Policy Act (“NEPA”) is comprehensive, thoroughly considers all alternatives, and is complete before the Draft EIS is published and shared with the public later in 2019. The partial shutdown of the US Federal Government also affected the permitting schedule.

Joint Review Process

Seven federal, state and local agencies involved in permitting the Project signed the Stibnite Joint Review Process Memorandum of Understanding (“MOU”) in 2017, committing to work together to evaluate the Plan of Restoration and Operations (“PRO”) for the Stibnite Gold Project under the NEPA. The MOU was designed so agencies could collaborate in the review and preparation of the EIS, meet the requirements of the public process and follow a mutually agreed upon schedule. Agency cooperation and collaboration remains key to the timeliness of the process and is demonstrated by the numerous interagency meetings to address matters collaboratively.

Updated Schedule

The PRO was accepted as complete by the USFS in December 2016, and the USFS submitted a Notice of Intent to initiate review of the Project and then conducted Public Scoping in June and July of 2017. Since that time, the USFS, their contractor, AECOM, and other cooperating agencies have continued to make progress reviewing the PRO, baseline data, public comments, defining potential alternatives and analyzing them and reviewing additional information they requested, and Midas Gold provided. As noted above, the USFS recently advised Midas Gold they anticipate issuing a Draft EIS for public comment in Q3 2019 with the target date of an approved Final ROD in Q3 2020, although this schedule has and will be impacted by the partial shutdown of the US Government.

Regulators want to ensure they meet the regulatory requirements to support a robust and defensible Record of Decision. They are requesting additional data, evaluating the thoroughness of the environmental impact analysis, while ensuring alternative development scenarios are carefully considered. Midas Gold has received 115 requests for additional information (“RFAI”) and provided the requested information to all 115 RFAIs issued to date. The updated schedule reflects a number of adjustments to both the baseline analysis, water modelling and alternatives development processes in order to accommodate thorough and comprehensive evaluations of the information provided in response to RFAIs, as well as conduct additional analysis and evaluation of alternatives.

“We appreciate the need of each of the agencies involved in the Stibnite Joint Review Process to thoroughly evaluate the Project and alternatives. However, we look forward to completing this phase of the permitting process as soon as practicable and putting a solid Draft EIS out to the public for review,” said Laurel Sayer, CEO of Midas Gold Idaho, Inc., the Project operator. “The Stibnite Gold Project has the potential to bring hundreds of well-paying jobs to rural Idaho, hundreds of millions of dollars of investment into the state and restore a region that has experienced extensive impacts from historical mining-related activities. We want to bring all of these benefits to Idaho, which is why we are excited to continue moving the Project forward.”

Effects of the US Government Shutdown

The recently ended partial shutdown of the US Federal Government affected progress on permitting the Stibnite Gold Project, as certain personnel involved in the regulatory process for the Project were on furlough and unable to work on the Project. However, AECOM, the USFS’ third party contractor assisting with the review of the Project under NEPA, continued to work through the shutdown as their costs are paid by Midas Gold, as did some federal agencies that were not affected by the shutdown. State and local agencies were not affected by the shutdown. The recent ending of the shutdown is reported to be temporary in nature and the ultimate effects of the shutdown(s) cannot be determined at this time.

Next Steps in the Regulatory Process

The USFS, on behalf of the various regulatory agencies, is currently completing the alternatives assessment and environmental analysis as required by NEPA. This is the core of the review process and will provide the basis for drafting of the Draft EIS, which is currently being prepared.

The next opportunity for public review and comment will come when the agencies release the Draft EIS, which is currently anticipated to take place Q3 2019. After the comment period, the USFS and cooperating agencies would produce the Final EIS and a Draft ROD as well as respond to public comments received on the Draft EIS. Upon publication of the Final EIS, there would be a short period for objections and resolution before a Final ROD is published. A positive final decision would allow Midas Gold to seek the issuance of the final permits that are dependent on the ROD being issued.

Community Engagement

In parallel with the formal NEPA process, Midas Gold is continuing its extensive community and stakeholder engagement process, which has been underway for several years. At the end of November 2018, seven community and county governments near the Project signed a Community Agreement with Midas Gold. In January, one additional county also signed the Community Agreement while another deferred consideration until after the DEIS is published and Midas Gold withdrew a request for a tenth community to join the agreement to avoid any perception of a conflict of interest. The Community Agreement, involving eight local communities, creates a collaborative environment for local communities to work together with the Company to directly address concerns and opportunities with Midas Gold throughout the life of the project. Midas Gold also worked with these communities to establish the Stibnite Foundation in order to support community projects. The Stibnite Advisory Council, created under the Community Agreement, has been formed, has established its bylaws, appointed officers and has begun identifying priorities for the Council’s attention.

Feasibility Study Status

Midas Gold’s technical team and consultants continue to advance their work on a feasibility study for the Stibnite Gold Project. The timing for completion of the feasibility study is tied to the completion of the Draft EIS since the feasibility study needs to reflect the design and layout of the Project as defined in the Draft EIS. While substantially all of the work related to mineral resource estimation, metallurgy, geotechnical, infrastructure (including road access, powerline, tunnel design) and other aspects of the Project has been completed, and preliminary mine planning is well advanced, finalization of the design and estimating of capital and operating costs are awaiting decisions driven by the permitting process. The feasibility study looks to incorporate the results of a number of Project optimizations, including updated mineral resource estimates, results of optimized metallurgy and processing, optimized layout and plant design, and other considerations. A number of these optimizations are focused on reducing potential environmental effects and impacts from mine redevelopment, and to enhancing the restoration of the site to ensure a healthy, sustainable ecosystem during and after operations. The extended permitting schedule does provide the opportunity to advance designs of certain Project components further than would be typical for a feasibility study and include this more advanced information in the feasibility study. In addition, it also provides the opportunity to undertake certain value engineering exercises, where deemed appropriate, and also include the results of such evaluations in the feasibility study.

Stibnite Gold Project Permitting Background

About Midas Gold and the Stibnite Gold Project

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including actions to be taken by the U.S. Forest Service, the State of Idaho and other government agencies and regulatory bodies. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “believes”, “complete”, “comprehensive”, “defensible”, “ensure”, “potential”, “robust”, “safeguard” and “successful” in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Midas Gold has applied several material assumptions, including, but not limited to, assumptions that the current objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that general business and economic conditions will not change in a materially adverse manner; that the formal review process under the NEPA (including a joint review process involving the U.S. Forest Services, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and EIS will proceed in a timely manner and as expected; and that all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Midas Gold to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changes in laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen results in the review process under the NEPA; uncertainty surrounding input to be received pursuant to the public comment period; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the US Forest Services, State of Idaho and other agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project, as well as those factors discussed in Midas Gold’s public disclosure record. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Guest User 12/4/18 Guest User 12/4/18

MIDAS GOLD ENTERS INTO COLLABORATIVE AGREEMENT WITH COMMUNITIES SURROUNDING ITS SITE AGREEMENT ENSURES TRANSPARENCY THROUGHOUT THE STIBNITE GOLD PROJECT & ESTABLISHES FOUNDATION

VANCOUVER, BC – Midas Gold Corp. (“Midas Gold” or the “Company”) (MAX:TSX / MDRPF:OTCQX), its wholly owned subsidiary, Midas Gold Idaho, Inc. (“Midas Gold Idaho”) and seven of the communities closest to the Stibnite Gold Project site have officially established a community agreement. Through the creation of the Stibnite Advisory Council, the agreement establishes a collaborative environment for the companies and local communities to work together throughout the life of the project and provides a venue for cities and counties to address concerns and opportunities directly with Midas Gold. It also creates the Stibnite Foundation to support community projects.

“We are looking forward to working with the members of the Stibnite Advisory Council,” said Laurel Sayer, CEO of Midas Gold Idaho. “Working alongside communities has always been an important pillar of the Stibnite Gold Project. We’ve spent a lot of time out in the community speaking with our neighbors and listening to their ideas because we know this information helps make our project stronger. With this agreement, we’ve formalized this philosophy and given every signatory to the agreement a voice and seat at the table throughout the life of our project.”

Since August, Cascade, Council, Donnelly, Idaho County, New Meadows, Riggins and Yellow Pine all unanimously voted to sign onto the community agreement, which has an effective date of November 30, 2018. Anne Labelle, Midas Gold Idaho Board Member, and Belinda Provancher, community relations manager for Midas Gold Idaho, worked closely with each of the communities to gather their feedback and incorporate it into the final community agreement. Each signatory is now in the process of appointing representatives to the Stibnite Advisory Council and Stibnite Foundation.

“Midas Gold has shown itself to be a good corporate citizen and partner. The Company has taken its commitment to another level with the community agreements,” said Julie Good, the President of the New Meadows City Council. “We are pleased to be a part of the Stibnite Advisory Council and look forward to working with Midas Gold and giving our community a voice in the Stibnite Gold Project.”

Under the agreement, the Stibnite Advisory Council will meet regularly to get updates from Midas Gold and discuss topics of concern or interest regarding the Stibnite Gold Project. The advisory council held an initial planning meeting and is currently scheduling an organization meeting. At this meeting, the Stibnite Advisory Council will establish its regular meeting schedule and start to discuss how partnerships can be formed around workforce training, housing and infrastructure, employment, recreational access and business opportunities. Each advisory council member is tasked with sharing information from the meetings with the communities they represent.

“I am grateful Midas Gold sees the value of working collaboratively with those who live closest to the site,” said Bob Crump, a Riggins business owner. “As the Stibnite Gold Project moves forward, it gives me peace of mind knowing the community agreements are in place and local voices will be able to help shape the plan for the restoration and redevelopment of the site. I am also excited for the opportunities the Stibnite Foundation will create in our communities. This foundation will help all of us benefit from the Stibnite Gold Project.”

The Stibnite Foundation will support projects that benefit communities surrounding the project. While Midas Gold will be required to directly address impacts of the project, such as power and road improvements and environmental mitigation, as part of the permitting process, the foundation will be a tool to fund projects that address other community needs that may arise. Midas Gold will fund the foundation through a combination of milestone cash payments by Midas Gold Idaho and stock contributions from Midas Gold. The Stibnite Foundation is being established in a manner that will allow it to continue even after mining at the Stibnite Gold Project ends.

Midas Gold is pleased that the Community Agreement has been finalized so its neighbors can have a meaningful way to work with the Company now and into the future.

A detailed description of the Project can be found in the Plan of Restoration and Operations which is available on the Company’s website at www.midasgoldcorp.com. Details of previous news releases and technical studies can be found filed under Midas Gold’s profile on SEDAR (www.sedar.com) or at www.midasgoldcorp.com.

About Midas Gold and the Stibnite Gold Project

Forward-Looking Information

Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding the funding of the Stibnite Foundation. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “once”, “estimates”, “potential”, “confirm”, “if” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” “be achieved”. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that all necessary regulatory consents and/or approvals to fund the Stibnite Foundation through stock contributions will be obtained in a timely manner and on acceptable terms, the continuity of the price of gold and other metals, economic and political conditions and operations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to the availability of financing on commercially reasonable terms; operations and contractual obligations; future prices of metals; environmental risks, including environmental matters under US federal and Idaho rules and regulations; impact of environmental remediation requirements and the terms of existing and potential consent decrees on the Company’s planned exploration and development activities on the Stibnite Gold Project; certainty of mineral title; community relations; delays in obtaining governmental approvals or financing; fluctuations in mineral prices; the Company’s dependence on one mineral project; the Company’s lack of operating revenues; governmental regulations and the ability to obtain necessary licenses and permits; currency fluctuations; changes in environmental laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; risks related to dependence on key personnel; and estimates used in financial statements proving to be incorrect; as well as those factors discussed in the Company’s public disclosure record. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Press Releases

Join Our Mailing List