Midas Gold Completes Positive Feasibility Study for the Stibnite Gold Project, Idaho

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Over US $1 Billion Investment Set to Restore Brownfields Site, Implement State-of-the-Art Modern Mining Methods, Employ Hundreds of People and Recover nearly 120 Million Pounds of Antimony, a Critical Mineral

Expected Annual Average Gold Production of 466 thousand ounces at
All-in Sustaining Costs of US$427/oz during the First 4 Years of Operation

At US$1,850/oz gold, Robust Project Economics Yield NPV (5%) of US$1.9 Billionand
Average Annual Free Cash Flow of US$594 million in the First 4 Years of Operation

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) announced today the results of an independent Feasibility Study (the “FS” or “Feasibility Study”) and technical report (the “Report”) completed on its Stibnite Gold Project (“Project”) in Idaho. The Project, as envisioned in the FS, would become one of the largest and highest-grade open pit gold mines in the United States and the country’s only primary producer of antimony, a critical and strategic mineral(1). The FS builds upon Midas Gold’s Plan of Restoration and Operations (“PRO”), identifying a suite of operational improvements and environmental refinements to achieve the Company’s key objective for the financially viable restoration and brownfields development of the Stibnite mining district.

“The Feasibility Study represents a major milestone for Midas Gold as we continue to advance the Stibnite Gold Project,” said Laurel Sayer, President and CEO of Midas Gold Corp. “The positive results demonstrate that our vision to combine economic development with environmental restoration of a brownfield site is technically, financially and environmentally feasible. Each step of the way, our approach to responsible, restorative, modern mining in Idaho has been reconfirmed. We are now one step closer to seeing the river and water quality improved, 550 direct jobs for Idahoans and production of the critical mineral, antimony.”

“The results of the Feasibility Study highlight the attractive economics of the Stibnite Gold Project,” said Marcelo Kim, Chairman of Midas Gold Corp. “The Project’s exceptional grade and low strip ratio place this project in the lowest quartile of the industry cost curve and coupled with its large mineral reserve and manageable capital expenditure profile, make the Stibnite Gold Project one of the gold industry’s most attractive development projects. The Project’s economics are resilient at lower metal prices and also exhibit significant leverage to rising prices. Despite the recent strength in its share price, Midas Gold represents one of the most undervalued gold investment opportunities in North America. At current market prices, Midas trades at a fully diluted market capitalization of $551 million, or 29% of the Project’s NPV 5% of $1.9 billion at spot gold prices. We remain steadfast in our commitment to continue de-risking and advancing the Stibnite Project for the benefit of all stakeholders.”

The Stibnite Gold Project economics, as contemplated in the FS, are summarized in Table 1.

Table 1: Stibnite Gold Project – Feasibility Study Highlights(3)(6)

For readers to fully understand the information in this News Release, they should read the Report (to be available on www.SEDAR.com, www.sec.gov or at www.midasgoldcorp.com within 45 days of December 22, 2020) in its entirety, including all qualifications, assumptions and exclusions that relate to the information set out in this news release that qualifies the technical information contained in the Report. The Report is intended to be read as a whole, and sections should not be read or relied upon out of context. The technical information in this news release is subject to the assumptions and qualifications contained in the Report.

The FS affirms that the Project can address legacy impacts left behind by previous mining operators including the recovery, reprocessing and safe storage of historical tailings, restoration of fish passage, stream restoration, and reforestation. The FS verifies a positive local economic benefit to Idaho communities bringing more than $1 billion in initial capital investment, approximately 550 direct jobs during operations, and hundreds of indirect and induced jobs, while generating significant taxes and other benefits to the local, state and national economies. Key studies and operational refinements incorporated into the FS include:

• Updated geological models and mineral resource estimates based on new drilling;

• Optimization of pit geometries and mine sequencing to reduce project footprint, minimize water management requirements, eliminate the Fiddle development rock storage facility, and reduce the size of the Hangar Flats pit while allowing for its complete backfilling;

• A strategy for stockpiling low-grade ore supporting an extended operating life and lower strip ratio;

• Process flowsheet optimizations to enhance metallurgical recoveries and improve environmental outcomes;

• Addition of an onsite lime plant to reduce ore processing operating costs and mine access road traffic impacts;

• Development of comprehensive water management and water treatment plans including placement of covers on development rock storage facility; and,

• Incorporation of an access road through site for public use.

Several of these refinements were incorporated in the Draft Environmental Impact Statement (“DEIS”) released by the US Forest Service in August 2020.

Conference Call and Webcast

Midas Gold will be hosting a conference call and webcast to discuss the FS December 22, 2020 at 4:30 PM (EST).

Project Background and Design Principles

Since inception, Midas Gold’s vision for the Stibnite Mining District (the “District”) has been to use modern mining to redevelop an abandoned, brownfield mine site, provide long-term employment and business opportunities for a rural area in Idaho, funded by an economically viable project. Restoration goals were established early on to address environmental impacts from over 100 years of historical mining activities and return the site to a fully functioning, self-sustaining ecosystem with improved water quality and habitat capable of supporting enhanced populations of fish, wildlife and flora. In addition to gold, the District also contains significant Mineral Reserves of antimony, which is on the U.S. Department of Interior’s final list of 35 critical minerals.

Midas Gold submitted its PRO to regulators in September 2016. The plan laid out in the PRO was founded on Midas Gold’s core values of safety, environment, community involvement, transparency, accountability, integrity and performance. Since filing the PRO, Midas Gold has continued to advance the Project along two parallel paths: additional design and engineering studies in support of the FS; and further environmental modeling and analysis in support of Project permitting. The Project envisioned in the FS achieves Midas Gold’s vision of unifying environmental protection and restoration with modern mining operations in an economically attractive project.

Feasibility Study Summary

The FS was compiled by M3 Engineering & Technology Corp. (“M3”) which was engaged by Midas Gold, through its subsidiary Midas Gold Idaho, Inc. (“MGII”), to evaluate the development of the Stibnite Gold Project based on information available up to the date of the FS. The FS was prepared under the direction of Independent Qualified Persons (“QPs”) and in compliance with National Instrument 43-101 the Canadian Securities Administrators (“NI 43-101”) standards for reporting mineral properties. Additional details of responsibilities are provided at the end of this news release and in the Report to be filed on SEDAR within 45 days of December 22, 2020. The FS supersedes and replaces the technical report entitled “Amended Preliminary Feasibility Study Technical Report for the Stibnite Gold Project, Idaho” prepared by M3 and dated March 28, 2019 and that report should no longer be relied upon. Mineral Resource Statements in the FS supersede and replace the Mineral Resources disclosed publicly on February 15, 2018, which should no longer be relied upon.

Project Introduction and Concept

The Stibnite Mining District is located in central Idaho, USA approximately 100 miles (mi) northeast of Boise, Idaho, 38 mi east of McCall, Idaho, and approximately 10 mi east of Yellow Pine, Idaho. The Project detailed in the FS consists of mining the Yellow Pine, Hangar Flats and West End deposits using conventional open pit methods, conventional processing methods to extract gold, silver and antimony, and on-site production of gold (Au) and silver (Ag) doré and an antimony (Sb) concentrate. The Project also incorporates extensive reclamation and restoration of historical impacts to the site including: the recovery and reprocessing of Historical Tailings, restoration of fish passage during and after operations, relocation of historical mining wastes to engineered storage facilities, stream restoration, and reforestation. Midas Gold’s plans for restoration and decommissioning the site include progressive and concurrent remediation, reclamation and restoration, beginning at the start of construction and continuing through operations and Project closure.

Geology, Exploration and Drilling

Mineralization and alteration in the District are associated with multiple hydrothermal alteration events occurring through the Paleocene and early Eocene epochs. Main-stage gold mineralization and associated potassic alteration typically occurs in structurally prepared zones in association with very fine grained disseminated arsenical pyrite and, to a lesser extent, arsenopyrite, with gold almost exclusively in solid solution in these minerals. Antimony mineralization occurs primarily associated with the mineral stibnite. Additional gold mineralization in the Stibnite roof pendant is associated with epithermal quartz-adularia-carbonate veins.

The District has been the subject of exploration and production activities for nearly 100 years, yet much of the area remains poorly explored due to its remote location, low level of outcrop and extensive glacial cover in valley bottoms. Midas Gold has completed extensive exploration work over the last decade that has included: geophysics; rock, soil and stream sampling and analysis; geologic mapping; mineralogical and metallurgical studies; and drilling. This newer data has been integrated with datasets from previous operators and provides a comprehensive toolkit for future exploration. These efforts have led to the identification of over 75 prospects with varying levels of target support.

Exploration targets include conceptual geophysical targets, geochemical targets from soil, rock and trench samples, and results from widely spaced drill holes; as a result, the potential size and tenor of the targets are conceptual in nature. There has been insufficient exploration to define mineral resources on these prospects and this data may not be indicative of the occurrence of a mineral deposit. Such results do not provide assurance that further work will establish sufficient grade, continuity, metallurgical characteristics and economic potential to be classed as a category of mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

The focus of Midas Gold drilling, and the related permitting process, has been on the three main deposits. The District has been drilled by numerous operators, totaling 793,769 ft in 2,723 drill holes, of which Midas Gold drilled 637 holes totaling over 344,465 ft since 2009. Pre-Midas Gold drilling was undertaken by a wide variety of methods and operators while Midas Gold employed a variety of drilling methods including core, reverse circulation, auger, and sonic throughout the District, but with the primary method being core. Midas Gold undertook an extensive vetting process, supported by its own drilling, to determine which Pre-Midas Gold data was suitable for use in the FS.

Mineral Processing and Flowsheet Development

Gold in all three deposits is hosted in pyrite and arsenopyrite minerals and is predominantly refractory to direct cyanidation; however, discrete free gold is present in oxidized portions of the West End Deposit. Antimony in the Yellow Pine and Hangar Flats Deposits occurs almost entirely as stibnite and is typically coarse-grained when occurring at head grades above 0.1% antimony. Stibnite becomes sufficiently liberated for recovery via selective antimony flotation.

Flotation and pressure oxidation (“POX”) pilot plant testing demonstrated successful sulfide concentrate production and gold liberation. The POX pilot study was completed using in-situ acid neutralization (ISAN), which involves adding ground limestone to the POX feed to control free acid and sulfate concentrations to limit the formation of jarosites and basic iron sulfates. The ISAN process was shown to produce environmentally stable arsenic compounds while inhibiting encapsulation of gold particles prior to gold extraction.

Mineral Resources

The Mineral Resource estimates for the Project were estimated in conformity with generally accepted Canadian Institute of Mining and Metallurgy (“CIM”) “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” as adopted by CIM Council November 29, 2019 and are reported in accordance with NI43‑101 requirements. The Mineral Resource estimates for each of the Hangar Flats, West End and Yellow Pine deposits, and the Historical Tailings, were prepared using commercial mine-modeling and geostatistical software, take into account relevant modifying factors, and have been verified by an Independent QP. The consolidated Mineral Resource statement for the Project in metric tonnes (t) is shown in Table 2 based on a gold selling price of US$1,250/troy ounce.

Table 2 :  Stibnite Gold Project Consolidated Mineral Resource Statement

It is the opinion of the Independent QP responsible for the Mineral Resource estimates that the data used for estimating the Mineral Resources and Mineral Reserves for the Hangar Flats, West End, Yellow Pine and Historical Tailings deposits herein is adequate for this purpose and may be relied upon to report the Mineral Resources and Mineral Reserves contained in this Report.

Mineral Reserves

The Mineral Reserve Estimates for the Project were estimated in conformity with generally accepted CIM “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” and are reported in accordance with NI43‑101. The general mine planning sequence to produce the Project Mineral Reserves estimate and associated mill feed schedule consisted of an ultimate pit limit analysis, pit shell selection, ultimate pit designs, internal pit phase design, mining sequence schedule, and mill feed optimization. The pit limit analysis was performed on gold recovery only, to ensure the ultimate pit geometries would not be dependent on silver or antimony value. Mining costs used for the pit limit analysis are based on a first principles cost buildup for equipment requirements, labor estimates, and consumables price quotes. Selection of the optimal pit shells for each deposit was based on discounted cash flow analysis. For Yellow Pine and West End, the incremental change in discounted pit value (“NPV”) and strip ratio between potentially optimal pit shells is gradual, and pit shells representing gold selling prices of $1,250/oz and $1,300/oz respectively were selected. For Hangar Flats, the pit limit analysis suggested selecting the $1,150/oz pit shell but, due to additional technical and environmental considerations, the $750/oz pit shell was ultimately selected for mineral reserve estimation.

The ultimate pit designs were based on the selected pit shells, design parameters for 150-ton haul trucks, geotechnical design criteria, and additional mine sequencing and haulage considerations. Cut-off determination utilized a Net Smelter Return (“NSR”) methodology to account for varying ore types and separate process streams with unique process costs. The cut-off strategy applies elevated cut-off values to ensure the highest-grade ore available in the mine plan is processed preferentially and lower grade ore is stored in ore stockpiles for processing later in the Project life.

Cut-off grades for Mineral Reserves were developed assuming long term metal prices of $1,600/oz gold, $20.00/oz silver, and $3.50/lb antimony for material lying within the pit designs based on the pit shells selected above ($1,250, $750 and $1,300/oz Au for Yellow Pine, Hangar Flats and West End, respectively). This results in a Life-of-Mine (“LOM”) average gold cut-off grade for the Mineral Reserves of 0.48 g/t for open-pit mining. The Mineral Reserves are summarized in Table 3 .

Table 3: Stibnite Gold Project Consolidated Mineral Reserve Summary

Production Schedule

The mine plan developed for the Project incorporates the mining of the three in situ deposits: Yellow Pine, Hangar Flats, and West End and their related development rock; and the re-mining of Historical Tailings along with its cap of spent heap leach ore. The general sequence of open pit mining would be Yellow Pine deposit first, Hangar Flats deposit second, and West End deposit last, as shown on Figure 1 . This sequence generally progresses from mining highest value ore to lowest value ore and accommodates the sequential backfilling the Yellow Pine and Hangar Flats open pits with material mined from West End open pit. Lower grade ore extracted during mining of the three pits is stockpiled and then processed during the operating life of the mill. The spent ore that overlies the Historical Tailings would be used as tailings storage facility (“TSF”) construction material. Most development rock would be sent to one of five destinations: the TSF embankment, the TSF buttress, the Yellow Pine pit as backfill, the Hangar Flats pit as backfill, or the Midnight area within the West End pit as backfill. The Historical Tailings would be hydraulically transferred to the process plant during the first four years of operation, concurrent with mining ore from the Yellow Pine open pit.

Figure 1: Mill Feed and Gold Head Grade by Deposit and Year

Long-term lower-grade ore stockpiles have been incorporated into the FS mine plan located for the most part within the footprint of the TSF buttress, thereby minimizing their incremental disturbance. The primary benefits to adding ore stockpile capacity is increased potential to optimize process ore feed value throughout the mine life, improved utilization of the mineral resource, reduced peak water treatment needs, reduced development rock tonnage and associated mining impacted water management. A summary of the mining statistics by ore type is provided in Table 4.

Table 4: Life-of-Mine Mining Statistics

Ore Processing

The Project’s ore process plant has been designed to process sulfide, transition and oxide material from the Yellow Pine, Hangar Flats, and West End deposits, as well as Historical Tailings. The processing facility is designed to treat an average of 20,000 t/d. The Historical Tailings would be reprocessed early in the mine life to recover precious metals and antimony, and to provide space for the TSF embankment and buttress.

The process operations include the following components: crushing, grinding, pyrite and stibnite flotation, lime and oxygen plants, pressure oxidation, oxidized concentrate neutralization, carbon in leach, carbon handling, gold refinement, tailings detoxification, and process control systems. The two finished products from the Stibnite Gold Project ore processing facility will be gold/silver bars, known as doré; and filtered antimony‐silver concentrate.

Infrastructure

Support infrastructure for the Project includes onsite and offsite facilities, access road improvements and upgrades to electrical infrastructure. Onsite facilities at Stibnite would include a comprehensive water management system including mine-impacted water treatment, stormwater management, water supply, and sediment control; electrical substation; onsite roads, parking and laydown areas; firefighting support facilities, security and fencing; sanitary and solid waste handling facilities; offices, truck and maintenance shop; warehouses; communication facilities; borrow sources; and solar and diesel or propane power supply systems. A new worker housing facility would be constructed approximately two miles south of the ore processing plant area to provide accommodations for the operations workforce. Incremental accommodations for the construction workforce would be addressed with leased accommodations and use of the existing on-site worker housing facility.<

Access to the Site via the Burntlog Route was selected over several other possible alternatives because it provides safer year-round access for mining operations, reduces the proximity of roads to major fish-bearing streams, and respects the advice and privacy of community members along other possible routes close to the Project location. The route originates from the intersection of Highway 55 and Warm Lake Road and would be approximately 71 miles long. The route consists of 34 miles of existing highway (Warm Lake Road), 23 miles of upgraded road, and 14 miles of new road. The 37 miles of new and upgraded road would have a design speed of 20 mph, max 10% grade, a 21‑foot width and intermediate-sized tractor trailer loading criteria. Midas Gold would provide buses and vans as the primary means of employee and contractor transportation to the site, reducing the risks and effects of Project-related traffic. A through-site public access route would replace the current access through the site during mine operations.

Offsite administrative offices, transportation hub, warehousing and assay laboratory needed for the Project, referred to as Stibnite Gold Logistics Facility, would be located on private land in Valley County, with easy access to State Highway 55.

Grid power was selected as the best electrical power supply for the Project based on its low operating cost, low electricity prices, and Idaho Power Company’s existing clean energy portfolio. The upgrades required to provide the 50- to 60-megawatt capacity to the Site include an increased 230/138 kV transformer capacity; approximately 41.3 miles of 69 kV lines upgraded to 138 kV; approximately 21.0 miles of 12.5 kV line upgraded to 138 kV line; and approximately 9.2 miles of new 138 kV line; and upgraded substations.

Tailings and Water Management

The Tailings Storage Facility (“TSF”) would consist of a rockfill embankment raised using the downstream method, a buttress built mostly of development rock sourced from the open pits, a fully lined impoundment utilizing a composite liner system, and related water management features. The facility is designed to contain approximately 109 million tonnes of tailings solids. The addition of the buttress downstream of the embankment substantially increases the geotechnical safety factor to approximately double that required by Idaho regulations.

The Project water management system would protect or improve water quality in Project-area streams by diverting clean water around mine facilities and collecting, reusing, evaporating, or treating and discharging mining impacted water. Major clean water diversions include the EFSFSR tunnel and fishway at Yellow Pine pit, Meadow Creek at Hangar Flats pit, and Meadow Creek at the TSF and buttress.

Meteoric and tailings consolidation water would be reclaimed from the TSF and would supply the majority of the water needed for ore processing. Additional water needs would be supplied from: pit dewatering, reuse of stored contact water, groundwater wells, and a surface intake near the upstream portal of the EFSFSR diversion tunnel. Seasonal excess contact water and dewatering water would be treated to meet water quality standards before discharge to surface water.

Capital Costs

Initial, sustaining and closure capital costs (“CAPEX”) were estimated based on Q3, 2020, un-escalated US dollars and are summarized in Table 5 below. Vendor quotes were obtained for all major equipment. Some of the costs were developed from first principles, while some were estimated based on factored references and experience with similar projects. Reclamation financial assurance costs are not included in the capital costs.

Table 5: Capital Cost Summary

Operating Costs

Operating cost estimates (“OPEX”) were developed based on Q3 2020, un-escalated US dollars and are summarized in Table 6 below. The All-In Sustaining Costs (“AISC”) are also provided, as well as the All-In Costs (“AIC”), which include non-sustaining capital and closure and reclamation costs.

Table 6: Operating Cost, AISC and AIC Summary

Metal Production

Recovered metal production by deposit and product type is summarized in Table 7 .

Table 7: Recovered Metal Production

Economic Analysis

The economic analysis completed for this FS assumed that gold and silver production in the form of doré with appropriate deductions for payabilities, refining and transport charges. The gold prices selected for the five economic cases in this Report vary from $1,350/oz to $2,350/oz. The Base Case $1,600/oz gold price was derived from the weighted average of the 3-year trailing gold price (60%) and the 2-year gold futures price (40%); this calculation was completed in July 2020. Silver prices were set at a gold:silver ratio ($/oz:$/oz) of 80:1 for the base case then the silver price was varied by $4.00/oz Ag (versus $250/oz Au) for the other cases, which is approximately 60:1; the lower ratio for the delta was used to reflect the historically greater level of volatility of the silver market. Antimony prices were assumed to be constant at $3.50/lb for all cases based on a market study undertaken by an independent expert in antimony markets. The Project is subject to a 1.7% NSR Royalty on gold only; there is no royalty on silver or antimony.

here is no guarantee that any of the metal prices used in the five cases are representative of future metals prices. The financial assumptions used in the economic analyses for all cases are provided in Table 8 . The results of the pre- and after-tax economic analyses for all five metal price scenarios are provided in Table 9 .

Table 8: Financial Assumptions used in the Economic Analyses

Table 9: Pre- and After-Tax Economic Results by Case

The contribution to the Project economics, by metal, is approximately 96% from gold, 4% from antimony, and less than 1% from silver. The undiscounted after-tax cash flow for Case B is presented on Figure 2 . Summary information on mine production and process plant metallurgical recovery is appended at the end of this document.

Figure 2: Undiscounted After-Tax Cash Flow for Case B

Environmental Studies

An extensive dataset demonstrating historical and existing conditions exists for the Project site, including data collected by contractors for the US Forest Service (“USFS”) and US Environmental Protection Agency (“EPA”), the US Geological Survey (“USGS”), prior mine operators, and Midas Gold and its contractors.

Assessments by several Midas Gold and Federal agency contractors determined that there were no imminent threats to human health or the environment, but that there were a number of pre-existing significant and moderate recognized environmental conditions and overall water quality in all drainages was impaired due to naturally occurring mineralization and impacts associated with historical mining.

Permitting and Mitigation

Approval of the Project requires completion of the Environmental Impact Statement (“EIS”) in compliance with the National Environmental Policy Act (“NEPA”), which requires federal agencies to study and consider the probable environmental impacts of a proposed federal action before making a decision on that action. For the Project to proceed, there are multiple federal actions required as described in the Draft EIS (“DEIS”) for the Project which is available at https://www.fs.usda.gov/project/?project=50516. In addition to federal permits, the Project requires multiple state and local permits, which also are described in the DEIS. The DEIS was issued by the USFS for public review in August 2020, and the public comment period concluded in October 2020. State and local permitting processes are integrated through the Idaho Joint Review Process (“IJRP”) in progress concurrent with preparation of the EIS, and include water discharge (“IPDES”), air quality, cyanidation, groundwater, water rights, dam safety, mine and reclamation, building permits, sewer and water systems, among others. Once the USFS completes revisions to the DEIS, a Final EIS will be issued which will support the Records of Decision to be issued by the federal authorities.

Refinements to the Project reflected in the FS present opportunities to reduce the Project footprint and improve environmental outcomes. These refinements are responsive to comments received from stakeholders before the DEIS was published, comments received during the comment period and Midas Gold’s own review of the environmental analysis. As such, the FS contemplates a Project that includes: contact water treatment; low-permeability cover on the TSF buttress; mine plan adjustments to reduce Project footprint; elimination of certain facilities; backfilling pits; and piping summer low flows to reduce stream temperatures.

While Project facilities and infrastructure would be located in areas of previous disturbance wherever practicable, in some cases disturbance of wetlands and streams would be unavoidable, therefore requiring compensatory mitigation under Section 404 of the Clean Water Act. Midas Gold is pursuing a comprehensive approach to wetland and stream compensatory mitigation that entails on-site enhancement and restoration of both streams and wetlands, banking, and off-site projects such as stream habitat enhancement and culvert replacement.

Community and Economic Impacts

The Project would create approximately 550 direct jobs in Idaho during the almost 15 years of operations and would result in at least a similar number of indirect and induced jobs while generating significant taxes and other benefits to the local, state and national economies.
Midas Gold has strived to develop a Project that respects and responds to the needs of all Project stakeholders. including local communities, tribal governments, and regional interests. In addition to board adoption of a formal Environmental Social and Governance commitment, Midas Gold has proactively implemented an iterative process of community engagement involving communicating with and listening to stakeholders through all aspects and phases of Project planning and design. These activities include interaction with potentially affected communities regarding potential Project economic impacts and opportunities, working with local communities to identify community needs and to plan for potential expansion of public services and infrastructure, engaging with tribal governments, and sponsoring and participating in community programs and educational events. Midas Gold’s commitments also include agreeing to community agreements to ensure communication, coordination and transparency throughout the life of the project and that financial benefits to local communities continue beyond the Project lifespan.

Closure and Restoration

Midas Gold has made considerable effort to design the Project with restoration in mind through the incorporation of specific mitigation and restoration components. The objective of this restoration work is to establish a sustainable fishery with enhanced habitat to support natural populations of salmon, steelhead, and bull trout; improve water quality; establish vegetation; and enhance wildlife habitat, all contributing to a self‐sustaining and productive ecosystem.

Significant components of reclamation and restoration occur concurrently with operations, including: removing and reprocessing and/or reusing historical tailings, development rock and spent ore; enhancing existing streams; improving water quality; backfilling and reclaiming the Hangar Flats and Yellow Pine pits; stream restoration; and establishing permanent fish passage to the headwaters of the EFSFSR. The remaining closure activities occur in the first 10 years after operations cease: further improvements to water quality; restoring additional streams, wetlands, and riparian habitat throughout the site; decommissioning onsite infrastructure and facilities; replacing growth media; re-contouring artificial landforms to blend into the landscape; and replanting Project and historical disturbance areas. Closure maintenance, water treatment, and long-term monitoring are anticipated to continue longer to protect water quality gains and ensure that closure features are performing as intended. Figure 3 depicts the proposed restoration of the EFSFSR through the backfilled Yellow Pine Pit.

Figure 3: Proposed Post Closure Isometric View of Yellow Pine Pit Area

Project Risks and Opportunities

A number of risks and opportunities have been identified with respect to the Project; aside from industry-wide risks and opportunities (such as changes in capital and operating costs related to inputs like steel and fuel, metal prices, permitting timelines, etc.), high impact Project specific risks and opportunities are summarized below.

Risks, which additional information could eliminate or mitigate:

• Delay in permitting or necessary Project changes resulting from permitting;

• Legal challenges to ROD, other federal, state or local permit decisions;

• Environmental complications associated with legacy mining impacts;

• Water management and chemistry that could affect diversion and closure designs and/or the duration of long-term water treatment;

• Increases to estimated capital and operating costs; and

• Construction schedule.

Opportunities that could improve the economics, and/or permitting schedule of the Project, including a number with potential to increase the NPV by more than $100 million follow:

• In-pit conversion of approximately 9.8 Mt of Inferred Mineral Resources grading 1.02 g/t Au occurring within the Mineral Reserve Pits containing approximately 321 koz of gold, to Mineral Reserves, increasing Mineral Reserves and reducing the strip ratio;

• Out-of-pit conversion of approximately 26.2 Mt of Inferred Mineral Resources grading 1.09 g/t Au occurring outside the current Mineral Reserve Pits containing approximately 917 koz of gold, to Mineral Reserves;

• Out-of-pit conversion of approximately 27.1 Mt of Measured and Indicated Mineral Resources grading 1.26 g/t occurring outside the current Mineral Reserve Pits containing approximately 1,098 koz of gold, to Mineral Reserves;

• In-pit conversion of unclassified material currently treated as development rock to Mineral Reserves, increasing Mineral Reserves and reducing strip ratios;

• Definition of additional Mineral Reserves within the West End deposit through infill and resource definition drilling;

• Potential for the definition of higher grade, higher margin underground Mineral Reserves at Scout, Garnet or Hangar Flats; and,

• Discovery of other new deposits with attractive operating margins.

Mineral resources exclusive of mineral reserves are reported based on a fixed gold cut-off grade of 0.45 g/t for sulfide and 0.40 g/t for oxide, and in relation to conceptual Mineral Resource pit shells and Mineral Reserve pits to demonstrate potential economic viability as required under NI43-101. Indicated mineral resources exclusive of mineral reserves are reported to demonstrate potential for future expansion should economic conditions warrant. Inferred mineral resources exclusive of mineral reserves are reported to demonstrate potential to increase in-pit production should inferred mineral resources be successfully converted to mineral reserves; mineralization lying outside of Mineral Resource pit shells is not reported as a mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability. These mineral resource estimates include inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated.

Opportunities with a medium impact ($10 to $100 million increase in Project NPV) include improved metallurgical recoveries, secondary processing of antimony concentrates, steeper pit slopes, and government funding of off-site infrastructure. A number of lesser impact opportunities also exist.

Qualified Persons

The FS was compiled by M3 under the direction of Independent QPs and in compliance with NI 43-101 standards for reporting mineral properties, Companion Policy 43-101CP, and Form 43-101F1. Independent QPs for the study include: Richard Zimmerman, SME-RM (onsite and offsite infrastructure, cost estimating and financial modeling) and Art Ibrado, P.E. (mineral processing) with M3; Garth Kirkham, P.Geo. (mineral resources) with Kirkham Geosystems Ltd.; Christopher Martin, C.Eng. (metallurgy) with Blue Coast Metallurgy Ltd.; Grenvil Dunn, C.Eng. (hydrometallurgy) with Hydromet WA (Pty) Ltd.; Chris Roos, P.E. (mineral reserves) and Scott Rosenthal P.E. (mine planning) with Value Consulting, Inc.; and Peter Kowalewski, P.E. (tailings storage facility and closure) with Tierra Group International, Ltd.

The technical information in this news release has been prepared in accordance with Canadian regulatory requirements set out in National Instrument 43-101 and reviewed and approved by Austin Zinsser, SME-RM, Sr. Resource Geologist for Midas Gold Idaho, Inc., and a Qualified Person. Mr. Zinsser is not responsible for statements attributed to officers and directors of Midas Gold Corp, or other non-technical information in this news release.

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 the Stibnite Gold Project.

For further information regarding this news release please contact:Liz Monger – Manager, Investor Relations

Phone: 778.724.4704
Email: info@midasgoldcorp.com
Facebook:  www.facebook.com/midasgoldidaho
Twitter: @MidasIdaho
Website:  www.midasgoldcorp.com

Forward-Looking Information:

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 and courses of action; the timing and impact of future activities on the Project, including but not limited to the ability to address legacy features left by previous operators; the anticipated economic, environmental and other benefits of the Project; the viability of the Project; development and operating costs in the event that a production decision is made; success of exploration, development and environmental protection, closure and remediation activities; permitting time lines and requirements; requirements for additional capital; requirements for additional water rights and the potential effect of proposed notices of environmental conditions relating to mineral claims; risks and opportunities associated with the Project; planned exploration and development of properties and the results thereof; planned expenditures, production schedules and budgets and the execution thereof. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “reduce”, “feasible”, “vision”, “goals”, “improved”,  “plans”, “future”, “prospects”, dependent”, “estimates”, “long-term”, “sequence”, “minimizing”, “needs”, “likely”, “readily”, “assumed”, “imminent”, “proposed”, “drives”, “opportunities”, “improve”, “contemplates”, “pursuing”, “strived”, “adoption”, “planning”, “estimation”, “potentially”, “potential”, “anticipated”, “schedule”, “additional”, “discovery”, “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “potential” or “does not anticipate”, “believes”, “contemplates”, “recommends” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute Forward-Looking Information to the extent that they involve estimates of the mineralization that may be encountered if the Stibnite Gold Project is developed. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that any additional financing needed will be available on reasonable terms; the exchange rates for the U.S. and Canadian currencies will be consistent with the Company’s expectations; that the current exploration, development, environmental and other objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold and antimony will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner and that all necessary governmental approvals for the planned exploration, development and environmental protection activities on the Stibnite Gold Project 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; that the circumstances surrounding the COVID-19 pandemic, although evolving, will stabilize or at least no worsen; and the assumptions set out in the FS. 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, the industry-wide risks and project-specific risks identified in the FS and summarized above; risks related to the availability of financing on commercially reasonable terms and the expected use of proceeds; operations and contractual obligations; changes in exploration programs based upon results of exploration; changes in estimated mineral reserves or mineral resources; future prices of metals; availability of third party contractors; availability of equipment; failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; 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 nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits; the Company’s lack of operating revenues; governmental regulations and the ability to obtain necessary licenses and permits; risks related to mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; 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; COVID-19 risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak; 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.

Note to US Investors

This news release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. In addition, the terms “mineral reserve” and “probable mineral reserve” are also defined in accordance with NI43-101 and not Guide 7. Investors are cautioned not to assume that all or any part of an “indicated mineral resource” or “inferred mineral resource” will ever be upgraded to a higher category or converted into mineral reserves in accordance with Guide 7. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a mineral resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this News Release contain descriptions of the Company’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Non-IFRS Reporting Measures

“Cash Costs”, “All-in Sustaining Costs” and “All-in costs” are not Performance Measures reported in accordance with International Financial Reporting Standards (“IFRS”). These performance measures are included because these statistics are key performance measures that management uses to monitor performance. Management uses these statistics to assess how the Project ranks against its peer projects and to assess the overall effectiveness and efficiency of the contemplated mining operations. These performance measures do not have a meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.

Table 10:  Mine Production Schedule and Process Plant Metallurgical Summary

MIDAS GOLD PROVIDES CORPORATE UPDATE

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- Six New Directors Appointed to Board of Midas Gold Corp. -
- Ms. Laurel Sayer Appointed President and CEO of Midas Gold Corp. -
- Reaffirms Timing for Release of Feasibility Study on Stibnite Gold Project in December -

VANCOUVER, BRITISH COLUMBIA –Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) announced today the transition of five members the Company’s current Board of Directors (the “Board”) to five new, independent directors who will assist the Company in moving the Stibnite Gold Project (the “Project”) through the remaining phase of permitting under the National Environmental Policy Act and into construction and operations.  The decision comes as a part of a transition agreement between the Company and Paulson & Co. Inc. (“Paulson”), which owns 44.1% of the outstanding common shares of the Company.  As part of the agreement, Stephen Quin has resigned as President, CEO and a director of the Company and has been succeeded by Ms. Laurel Sayer, currently President and CEO of the Company’s wholly-owned subsidiary, Midas Gold Idaho, Inc. (“Midas Gold Idaho”).

The transition agreement results in the resignation from the Board of the following members: Keith Allred, Jaimie Donovan, Brad Doores, Jon Goode, and Peter Nixon, effective today.

“We are confident in the management team at Midas Gold and the value provided by the Stibnite Gold Project,” said Peter Nixon, former Lead Director of Midas Gold.  He added, “Today’s transition allows the Company to continue to focus on the execution of its business plan, the successful completion of the permitting process, and the Company’s continuing efforts to create value for all stakeholders.”

“We are grateful for the dedicated service Brad, Jaimie, Jon, Keith, and Peter gave to Midas Gold over the years,” said Laurel Sayer, newly appointed President and CEO of Midas Gold. “Their leadership, guidance and commitment to designing a Project that will clean up an abandoned site and benefit the surrounding communities established a strong footing for the Company, which will be critical as the Project moves forward.”

In their roles as the remaining two directors of the Company, Marcelo Kim and Chris Papagianis appointed the following five independent directors to fill Board vacancies:  Bob Dean, David Deisley, Jeff Malmen, Chris Robison and Alex Sternhell. In addition to being named President and CEO of Midas Gold, Laurel Sayer has also been appointed a director of the Company.

Marcelo Kim said, “We are delighted to welcome Laurel to the role of President and CEO of Midas Gold Corp.  Having been the leader of Midas Gold Idaho since 2016, she is a proven leader with a track record of success and has the skills necessary to achieve the Company’s strategic objectives.”

“The changes implemented today position Midas Gold for the future stages of its development,” said Mr. Kim. He added, “We are enthusiastic about the Company’s future, are appreciative of the outgoing directors’ willingness to facilitate the transition and look forward to working closely and collaboratively with the Company’s new independent directors and management team to bring the Project to fruition.” 

“On behalf of the Company and all its stakeholders, I thank Stephen Quin for his tireless and exemplary service.  The Company wishes him well in all his future endeavors,” said Mr. Nixon.

Mr. Quin, who has served as President and Chief Executive Officer from the inception of the Company in 2011, will be available to assist the Company over the next three months to ensure a smooth executive transition.

“Stephen set the vision for this Project, he brought together an all-star team and led Midas Gold with integrity. He has provided a foundation that will continue to be the strength of the Project as it moves forward,” said Ms. Sayer. “We are forever grateful for Stephen’s leadership and will continue to implement his vision of a Project that restores the environment, incorporates the needs and feedback of all stakeholders, and pushes forward a new generation of responsible, modern mining.”

The changes announced today will have no impact on Midas Gold’s proposed Project or commitments. The Company remains focused on restoring the site, providing Idaho with more than 1,000 direct and indirect family wage jobs and securing America’s only domestically mined supply of the critical mineral antimony. The Community Agreement Midas Gold signed with eight of the communities closest to the Project also remains intact.

“Paulson & Co. believes in the Stibnite Gold Project and the Idaho team which has worked diligently to bring it this far,” said Mr. Kim. “We know this Project is an enormous opportunity for Idaho and has the potential to establish a new precedent for precious metal and critical mineral development. Developing this Project will provide the financial resources necessary to address the legacy issues that remain at the historical Stibnite Mining District following a century of mining. In addition to cleaning up a brownfield site, the Stibnite Gold Project will reduce America’s reliance on foreign sources for antimony, which is critical to the national defense, aerospace, energy (including renewables), and technology industries.”  

Biographies of the new independent directors added to the Company’s board follow.  These new directors will join existing directors Marcelo Kim and Chris Papagianis.

• Bob Dean, who was raised in Idaho and now resides in Boise, has over two decades of experience in business, investment management, corporate finance, and capital markets, having spent over 20 years at Allen & Company. He is currently the Managing Member of Gemstone Capital and Co-Owner of Ada Sand & Gravel, one of the largest independent producers of construction aggregates in Southwestern Idaho. Mr. Dean is a Board Member of Natural Intelligence Systems, Inc., an Advisory Committee Member at Greybull Stewardship, and serves as a Board Member of several non-profits including Trailhead Boise, MoFi, and Ramapo for Children.

• David Deisley, who resides in Salt Lake City, Utah, most recently led the successful permitting effort for the Donlin Gold Project in Alaska for NovaGold Resources and brings extensive recent permitting experience in the U.S. as well as a wealth of experience in corporate affairs, native/tribal stakeholder engagement, legal governance, litigation, and mergers and acquisitions. Prior to his tenure with NovaGold, Mr. Deisley was the Executive Vice President, Corporate Affairs and General Counsel for Goldcorp and previously worked at Barrick Gold.

• Jeff Malmen, a native Idahoan who resides in Boise, is currently the Senior Vice President of Public Affairs for IDACORP and Idaho Power, where he has worked since 2007. In his role, he oversees government and regulatory affairs, corporate communications, and corporate services, including supply chain, real estate and facilities. Prior to that, Mr. Malmen enjoyed a 21-year career in state and federal politics, most recently as Chief of Staff for Idaho Governor C.L. “Butch” Otter and Idaho Governor Phil Batt prior to that. He also served as Administrator of the Division of Financial Management for Idaho Governor Dirk Kempthorne. He is the Vice Chairman of the Idaho Association of Commerce and Industry and Board Member of the Idaho Mining Association.

• Chris Robison, who resides in Denver, Colorado and was most recently Chief Operating Officer for Newmont Mining, the world’s largest gold miner, brings extensive expertise in mining, metallurgy, project development, mine safety, stakeholder engagement, environmental issues, corporate social responsibility, supply chain, mergers and acquisitions, capital investments, business improvement and regulatory issues. Prior to his role at Newmont, Mr. Robison had a distinguished career at Rio Tinto Minerals and Kennecott Utah Copper.

• Laurel Sayer, based in Boise, Idaho has served as President and CEO of Midas Gold Idaho, since 2016. Before her appointment as CEO, Ms. Sayer served on the Midas Gold Board for two years. Prior to her appointment to the Midas Gold Board, she worked as the executive director of the Idaho Coalition of Land Trusts (ICLT), which is dedicated to supporting and advancing private land conservation in Idaho. Ms. Sayer also spent more than two decades working on policy matters with Idaho Congressman Mike Simpson and Idaho United States Senator Mike Crapo, with an emphasis on natural resource issues.

• Alex Sternhell, based in Chevy Chase, Maryland, is one of the top Washington strategists and lobbyists helping to shape U.S. public policy as Principal of the Sternhell Group. Mr. Sternhell has more than two decades of experience working on Capitol Hill. He served as the Democratic Deputy Staff Director of and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs as well as the Staff Director for the Senate Banking Subcommittee on Securities and Investment. He played a key role in drafting and negotiating nearly every major piece of financial services legislation in recent history, including Sarbanes-Oxley, the Terrorism Risk Insurance Act, and Gramm-Leach Bliley.

The Company also announced today that it will hold its 2021 annual meeting of shareholders by April 16, 2021, where all shareholders will be afforded the opportunity to vote on the election of the Company’s directors.

Midas Gold continues to advance towards completion of its feasibility study on the Stibnite Gold Project and anticipates issuing the results of the study before the end of the year.

Additional information regarding the transition arrangements announced today is included in the Transition Agreement, which will be filed by Midas Gold on its SEDAR profile at www.sedar.com. 

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 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 in respect of the transition matters outlined herein; the permitting process; the impact on the Company’s proposed Project or commitments; the potential for establishing new precedent for mineral development, provision of financial resources to address legacy issues at the Project and reduction of reliance on foreign sources for antimony; and the timing for (i) holding the Company’s 2021 annual meeting of shareholders; and (ii) completion of a feasibility study on the Project, including the release of the results thereof.  Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. 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 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 permitting process will proceed in a timely manner and as expected; that agency engagement, cooperation and collaboration will follow the agreed upon and proceed as expected; that the transition matters outlined herein will proceed as expected and will not affect the Company’s business or prospects in a materially adverse manner; 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 National Environmental Policy Act; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the applicable state,  federal and local agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project; 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.  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.

MIDAS GOLD RECEIVES SHAREHOLDER MEETING REQUISITION

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VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) announced today that it has been provided with a shareholder meeting requisition notice (the “Requisition”) dated November 20, 2020 from Paulson & Co. Inc. (“Paulson”), as manager of funds holding not less than 1/20th of the issued and outstanding shares of Midas Gold, requesting that the directors of the Company call a meeting of the shareholders of the Company for the purpose of (a) removing five directors; (b) fixing the number of directors at eight; and (c) electing five nominee directors of Paulson.

The Company is reviewing the Requisition with its professional advisors and will respond appropriately in due course as provided under applicable law, at which time further disclosure will be forthcoming. In the meantime, there is no need for shareholders to take any action at this time.

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 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 in respect of the Requisition. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. 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.

COMMENT PERIOD ON THE DRAFT EIS FOR THE STIBNITE GOLD PROJECT SUCCESSFULLY COMPLETED

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Stibnite Gold Project Enters into Final Phases of Review Under National Environmental Policy Act

VANCOUVER, BRITISH COLUMBIA –Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) and regulators, led by the U.S. Forest Service (“USFS”), are entering the final phases of review of the Stibnite Gold Project (“Project”) under the National Environmental Policy Act now that the comment period on the Draft Environmental Impact Statement (“DEIS”) is complete.  The comment period officially ended, after 75 days of public review, on October 28, 2020 following two extensions of 15-days each. Thousands of individuals meaningfully participated in the comment period and substantial numbers of the letters uploaded by the USFS are supportive of Midas Gold’s plan to redevelop a brownfields mining site, providing significant economic, employment and environmental benefits needed to restore the site.

“The team at Midas Gold is proud to be one step closer to bringing the Stibnite Gold Project to life and helping Idahoans recognize the environmental, economic, employment and national security benefits associated with the Project,” said Stephen Quin, CEO of Midas Gold Corp. “We are grateful to all of the individuals who took the time to review the DEIS and submit a comment to regulators and appreciate the tremendous effort by our team to make information readily accessible to those commenting. The feedback from these comments will be incredibly valuable as we work with regulators to finalize the plan for the Stibnite Gold Project. We are equally grateful for all of the support we received from Idahoans.  Numerous letters of support were submitted from the people who live closest to our site, vendors who we have been fortunate enough to partner with over the years, community leaders, statewide organizations, elected representatives and officials, and also Idahoans who care deeply about the outdoors and the environment. The letters received throughout this comment period demonstrate the strong local support for moving our Project forward.”   

Next Steps
Now that the comment period is complete, regulators will review the comments submitted, evaluate the alternatives contained in the DEIS in light of the comments, consider any refinements that can be made to the Stibnite Gold Project between now and when the final Environmental Impact Statement (“FEIS”) is released, and select a preferred alternative. Currently, the USFS is scheduled to release the FEIS in Q2 of 2021 and to issue its record of decision (“ROD”) on the Project in late Q3 of 2021.

“Public input has played a very important role in helping our company refine the Stibnite Gold Project over the past decade,” said Mr. Quin. “The Plan of Restoration and Operations and then Alternative 2 in the DEIS were developed after many conversations with community members, including over 190 tours and 900 presentations in the past four years alone  The feedback we received allowed us to reduce the impacts and footprint of the Project and it is our belief that we can continue to refine our plan after considering the comments recently submitted to the USFS.” 

Stibnite Gold Project
If permitted, the Stibnite Gold Project would produce gold, silver and the only domestically mined source of antimony in the United States.  The U.S. Department of Interior designated antimony as a critical mineral for its uses in the national defense, aerospace and technology industries. Midas Gold would invest approximately $1 billion in construction, provide approximately 500 direct, family-wage jobs for Idahoans for 15-18 years and numerous indirect jobs in local communities and the region. The Stibnite Gold Project was designed from the outset to use modern, responsible mining to restore the historical Stibnite Mining District by providing the expertise and financial resources necessary to address the legacy issues that remain and which are primarily related to World War II and Korean War era mining of antimony and tungsten for national defense purposes.  Stibnite alone is estimated to have produced approximately 90% of the antimony and 40-50% of the tungsten required for the war effort.  However, these activities left a significant legacy of environmental impacts, which Midas Gold plans to address through its fully integrated Plan of Restoration and Operations.

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 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 and other state, federal and local government agencies and regulatory bodies; the timing and procedure for (i) review of the commence received during the comment period; (ii) evaluation of alternatives and consideration of refinements between now and when the FEIS is released; and (iii) release of the FEIS and ROD; and the anticipated benefits and effects in the event that the Stibnite Gold Project is permitted. 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 review of commences received and the consideration thereof, as well as the scheduled release of the FEIS and ROD 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 National Environmental Policy Act; 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.

REGULATORS EXTEND COMMENT PERIOD ON DRAFT EIS FOR STIBNITE GOLD PROJECT, IDAHO

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Comment period for the proposed gold and antimony mine will now close on October 28, 2020

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that the U.S. Forest Service (“USFS”) has extended the comment period on the Stibnite Gold Project (“Project”) Draft Environmental Impact Statement (“Draft EIS”). The comment period will now close on October 28, 2020, providing interested parties 75-days in total to submit feedback on the Draft EIS, which is a 67% increase over the legally required 45-day comment period.

“Public involvement has always been an important tenet of the Stibnite Gold Project,” said Laurel Sayer, CEO of Midas Gold Idaho. “The public was integral to helping us develop Alternative 2 of the Draft EIS and we believe public feedback is important in helping develop the final plan for the Stibnite Gold Project.  The agency’s decision to extend the comment period by an additional 15-days provides the public and other interested parties more time to participate and should ultimately support a robust record of decision.  However, given the amount of public disclosure on the Project over many years, it is also time to move to the next stage of finalizing the EIS and selecting a preferred alternative.”

“For almost a decade now, we have encouraged public review of and engagement in our plans for the redevelopment and restoration of the Stibnite Mining District. In the past 5 years alone, we have made 912 public presentations, taken over 1,800 people on tours of the site, created a robust website with Project information, held monthly open office hours, and have made our subject matter experts available to any community member asking to know more or wanting to provide feedback,” said Sayer. “The U.S. Forest Service has also excelled by providing 24-7 virtual access to the Draft EIS and review materials. With over 1,400 letters received to-date, it is clear many people throughout Idaho feel ready to provide the U.S. Forest Service with their thoughts on the Stibnite Gold Project.” 

People who are interested in reviewing the Draft EIS can visit the USFS’ project page at https://www.fs.usda.gov/project/?project=50516. The USFS has also created a virtual meeting room where community members and other stakeholders can learn more about the alternatives outlined in the DEIS and the background to the alternatives.  Additionally, there are hard copies of the Draft EIS available for review in multiple communities surrounding the project site. Community members can also learn more about the Project and Midas Gold’s plans at www.RestoreTheSite.com.  The public is also invited to attend one of the three webinars Midas Gold hosts each week during the comment period to review the Project and answer questions. To register, visit www.MidasGoldIdaho.com/virtual-events.

Comments on the Project can be submitted through the USFS website https://cara.ecosystem-management.org/Public/CommentInput?Project=50516 or via direct mail to: Linda Jackson, Forest Supervisor, Payette National Forest, 500 North Mission Street Building 2, McCall, Idaho 83638-3805.

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 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 extension of the comment period and the anticipated effects thereof. 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 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, environmental impact statement and record of decision 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 and any extension thereof; 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.

FEDERAL PERMITTING DASHBOARD TO IMPROVE COORDINATION FOR THE STIBNITE GOLD PROJECT

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Interagency Schedule of Proposed Actions maintains a Record of Decision in Q3, 2021 

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that the Stibnite Gold Project (“Project”) has received a ‘Permitting Dashboard’ to bring improved coordination, transparency and accountability to projects under the National Environmental Policy Act (“NEPA”) permitting process. Published on the Council on Environmental Quality (“CEQ”) website, the Stibnite Gold Project Permitting Dashboard maintains the same permitting schedule as that published by the U.S. Forest Service (“USFS”) in July, 2020 (see news release dated July 2, 2020). Projects that have received a Permitting Dashboard are afforded enhanced coordination between federal agencies but must still move through the strict protocols of study and review under, and meet the regulatory standards required by, NEPA. The Permitting Dashboard is a result of infrastructure development, a domestic supply of critical minerals for national security, and the environmental restoration of what has been a long abandoned and contaminated mine site.

Permitting Dashboard
The Permitting Dashboard comes at the request of the CEQ, with the approval of the Secretary of Agriculture, in recognition of the Project’s status as a High Priority Infrastructure Project (“HPIP”) with potential to bring infrastructure development, significant capital investment and direct employment to rural Idaho, address legacy environmental issues related to past mining and become the only domestic supplier of mined antimony, one of 35 critical minerals essential to U.S. national security and economic independence. The Permitting Dashboard tracks projects based on timelines agreed upon by coordinating agencies and all projects are held to the same strict protocols of study and review and must meet the identical regulatory standards required by NEPA but are afforded enhanced coordination between federal agencies. The Permitting Dashboard adds another level of transparency for the public to monitor how the Project is moving through the multifaceted regulatory process.

“Given the complexity of permitting the redevelopment and restoration of an extensively impacted brownfields site, interagency cooperation and coordination is essential to ensure a comprehensive review of the Project is completed in a timely manner,” said Laurel Sayer, President & CEO of Midas Gold Idaho. “As a result, we appreciate the increased agency coordination and transparency afforded by the Permitting Dashboard. We believe that the creation of the Stibnite Joint Review Process in 2017 improved coordination and communication between federal, state and local agencies involved in the review of the Stibnite Gold Project, and the Permitting Dashboard is another tool to further enhance coordination among the federal agencies.”

If permitted, the Stibnite Gold Project would bring approximately 500 direct, family wage jobs into rural Idaho and upgrade 72 miles of transmission line, 37 miles of road and three highway junctions in parts of Idaho that could benefit from additional infrastructure investment, as well as numerous indirect benefits to employment, economic development and environmental restoration.

Regulatory Framework
The USFS released a draft environmental impact statement (“DEIS”) for the Stibnite Gold Project on August 14, 2020 that was developed under longstanding NEPA rules and regulations; the recently updated NEPA rules announced by CEQ have not been applied to this Project. The HPIP designation and Permitting Dashboard do not reduce the scope or depth of the environmental review or reduce or diminish protections afforded by the NEPA process, rather it ensures that the review process is properly coordinated between federal agencies.  All statutory requirements and environmental safeguards in the law must be met and followed. The U.S. Department of Agriculture will work with all cooperating agencies to manage the agreed upon schedule for reaching milestones within the rigorous NEPA process.

As published today, https://www.permits.performance.gov/permitting-project/stibnite-gold-project, the Permitting Dashboard remains the same as that published by the USFS in its Schedule of Proposed Action and sets a final Record of Decision (“ROD”) in Q3/2021 (see news release dated July 2, 2020 for additional information).

Critical Minerals
In addition to producing gold and silver, the Stibnite Gold Project would also produce the critical mineral antimony. Antimony is used as a metal strengthener and flame retardant, and used in lead-acid batteries, glass, ceramics and is key to many infrastructure and manufacturing processes. The importance of critical minerals is a bipartisan issue. The first major action on critical minerals took place in 2010 with the creation of the Council on Critical and Strategic Minerals Supply Chains (“CCSMSC”) , which was tasked with coordinating critical mineral policy development and executing a mitigation strategy across 12 federal agencies to address supply chain concerns. The framework to define what minerals were critical, advanced with the Department of Energy issuing a Critical Mineral Strategy in 2010 and 2011, and in 2014-2016 CCSMSC developed, and then issued, a methodology to determine which minerals were strategic.  Based on this framework, in 2018 the Department of Interior issued its final list of 35 critical minerals, antimony among them and, in 2019, the Department of Commerce issued a comprehensive “Federal Strategy to Secure Reliable Supplies of Critical Minerals”.

Permitting Schedule
After six years of data collection, scientific review and engineering, Midas Gold submitted the Plan of Restoration and Operations (“PRO”) for the Stibnite Gold Project to the USFS in 2016. Since then, the Project has undergone four years of additional data collection, review and analysis by the USFS and six other federal, state and local agencies to evaluate the Project and its environmental impacts. The Draft EIS was issued by the USFS for public comment on August 14, 2020 and analyzes four alternatives, plus a ‘no action’ alternative. The USFS has launched a virtual public meeting space to provide the public with 24-hour access to the draft document and additional materials to assist the public in their review. The 60-day public comment period gives the public, stakeholders and communities the opportunity to review and comment on the various alternatives, after which the USFS, as lead agency under NEPA, will coordinate the multi-agency response to comments and develop a Final EIS. Midas Gold believes that the analysis in the Draft EIS supports its position that Alternative 2 should be the preferred alternative from an environmental, technical and economic perspective.

As noted above, the schedule adopted under the Permitting Dashboard is the same as that established by the USFS in July of 2020 and indicates a Final ROD being issued in Q3/2021. This schedule also reflects the universe of other permits and authorizations that the U.S. Forest Service will closely monitor, as the project lead, along with other cooperating and consulted federal agencies.

Feasibility Study Schedule
Midas Gold continues to advance towards completion of its feasibility study on the Stibnite Gold Project and anticipates issuing the results of the study in Q4/2020.

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 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, EPA, CEQ, the State of Idaho, tribes and other state, federal and local government agencies and regulatory bodies; details and anticipated benefits pertaining to the Permitting Dashboard; the timelines agreed upon by coordinating agencies; the expected enhancement of coordination among federal agencies; the expected direct and indirect benefits of the Stibnite Gold Project (the “Project”) once permitted; the timing and procedure for (i) the U.S. Department of Agriculture’s work with cooperating agencies to manage the agreed upon schedule for reaching milestones; (ii) the public comment period; and (iii) the coordination of multi-agency responses to comments as well as development of a final EIS; the anticipated timing for the final ROD; and the anticipated timing for issuance of a feasibility study on the Project. 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 will follow the agreed upon 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, U.S. Department of Agriculture, 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.

PAULSON & CO. PROVIDES NOTICE OF INTENTION TO EXERCISE CONVERTIBLE NOTES IN MIDAS GOLD

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Conversion simplifies capital structure and demonstrates support for the Stibnite Gold Project

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that Paulson & Co., Inc., on behalf of the several investment funds and accounts managed by it (“Paulson”), will be exercising the conversion feature on the convertible notes held by Paulson in the aggregate principal amount of C$82,102,500 (the “Notes”) for a total of 199,692,804 common shares of Midas Gold (“Common Shares”), which will result in Paulson holding approximately 44.12% of the Company’s outstanding Common Shares.  The Notes were purchased by Paulson in two separate financings completed on March 17, 2016 and March 17, 2020 with conversion prices of $0.3541 and $0.4655, respectively.

As reported on August 14, 2020, the U.S. Forest Service (“USFS”) released the Draft Environmental Impact Statement (“DEIS”) on the Stibnite Gold Project (“Project”) for public comment.  Individuals will have 60 days to comment on the proposed redevelopment and restoration of the former Stibnite gold, silver, antimony and tungsten mine, which is located in Valley County, Idaho. 

“Given the release of the DEIS and the commencement of the public comment period,  we believe that it is an appropriate time for the conversion of the Notes, and Paulson intends to remain a long-term shareholder of the Company,” said Marcelo Kim, Partner of Paulson and the Chairman of the Board of Midas Gold.  “We believe this is in the best interests of the Company and its many stakeholders.  This action will better position the Company to achieve its long-term objective of developing the Stibnite Gold Project.”

The conversion of the Notes will:

• Simplify the Company’s capital structure;

• Remove uncertainty related to the potential timing of the conversion of Paulson’s Notes;

• Significantly reduce the long-term financial liability associated with the convertible notes; and

• Increase the issued capitalization of the Company, providing potential opportunities for inclusion in various equity market indexes.

Midas Gold’s Stibnite Gold Project

Midas Gold designed the Stibnite Gold Project to integrate responsible, modern mining with the restoration of legacy and new disturbances at this brownfields site.  As outlined in the Plan of Restoration and Operations filed with regulators (see news release dated September 22, 2016), the Stibnite Gold Project, based on its 2014 Preliminary Feasibility Study (see news release dated December 14, 2014), would:

• Entail an approximately US$1 billion investment in Idaho to create an economically feasible, environmentally sound mining operation that provides funding for the reclamation and restoration of numerous legacy impacts from prior operations left by previous owners and operators;

• Restore passage for various species of fish, and especially Chinook salmon, to the headwaters of the East Fork of the South Fork of the Salmon River for the first time in 80 years;

• Become the only domestic producer of mined antimony, one of 35 minerals deemed critical by the U.S. Government, and essential to the economic and national security of the U.S.;

• Become one of the largest, highest grade, lowest cost gold mines in the United States not owned by a major mining company;

• Create approximately 500 well paid jobs in rural Idaho and a similar number of indirect jobs in the services, support and supplies sectors of the local economy; and

• Provide local communities direct input into the Project through its Community Agreement signed with eight local cities, villages and counties, and provide a share of profits to local communities through the Stibnite Foundation.

Remaining Convertible Notes Outstanding

Following the conversion, there will remain outstanding convertible notes in the aggregate principal amount of C$15,409,901 which are convertible into 43,518,501 Common Shares of the Company.

Paulson Share Ownership and Shares Outstanding

Prior to the conversion, Paulson held 9,664,520 Common Shares, representing 3.52% of the 274,834,608 the Company’s outstanding Common Shares as at the date hereof.  Following the conversion, Paulson will beneficially own 209,357,324 Common Shares, representing approximately 44.12% of the Company’s 474,527,412 outstanding Common Shares.  Assuming conversion of the all of the other convertible notes, Paulson would beneficially own 40.41% of the Company’s then outstanding Common Shares (518,045,913 Common Shares assuming no other issuances prior to the date of conversion of the remaining Convertible Notes).

About Paulson & Co. Inc.

Paulson & Co. Inc. is an investment management firm headquartered in New York, USA.  Paulson first invested in Midas Gold in 2016 and continues to support the Stibnite Gold Project and its plans to redevelop and restore a brownfields site, as well as provide America with its only source of domestically mined antimony, a critical mineral.

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 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 effect of the conversion of the Notes; the plans set out in the Company’s 2014 Preliminary Feasibility Study and its anticipated benefits and effects; as well as other possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and expected use of proceeds and business objectives. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “anticipates”, “expects”, “understanding”, “has agreed to”, “will” or variations of such words and phrases or statements that certain actions, events or results “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 assumptions that the anticipated benefits and effects of the conversion of the Notes , the receipt of public comments and support for the Project will proceed and materialize in a timely manner without any unanticipated material adverse consequences; and 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.

REGULATORS RELEASE DRAFT ENVIRONMENTAL IMPACT STATEMENT ON STIBNITE GOLD PROJECT

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60-day Comment Period on the proposed Redevelopment and Restoration of the Stibnite Mining District

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that the U.S. Forest Service’s (“USFS”) had released the Draft Environmental Impact Statement (“DEIS”) on the Stibnite Gold Project (“Project”) for public comment.  Individuals will have 60 days to comment on the proposed redevelopment and restoration of the former Stibnite gold, silver, antimony and tungsten mine, which is located in Valley County, Idaho.  The comment period is legally required to be 45 days and the USFS has decided to grant a 15-day extension.  In addition to producing gold and silver, the Stibnite Gold Project would produce the only domestically mined source of the critical mineral antimony in the United States, invest approximately $1 billion in construction, provide approximately 500 direct, family wage jobs for Idahoans as well as numerous indirect jobs in the supply, services and contracting sectors, address numerous legacy mining issues affecting the environment and reconnect migrating salmon to their native spawning grounds for the first time in more than 80 years.

“We are one step closer to recognizing the full benefits of the Stibnite Gold Project,” said Stephen Quin, CEO of Midas Gold Corp. “Our company has worked hard for the last decade to design and permit a mining project that could redevelop and restore an abandoned brownfields site and have a positive economic impact on the local community and Idaho in general.  We have carefully developed an approach to use the proceeds of mining to restore fish passage and habitat, address numerous legacy environmental impacts and improve water quality in the region.  If permitted, we will bring hundreds of well-paying jobs to rural Idaho and invest hundreds of millions of dollars in the state. We encourage community members to write to regulators and let them know why they support the Stibnite Gold Project, if they want to see all of this happen.”

Midas Gold designed the Stibnite Gold Project to integrate responsible, modern mining with the restoration of legacy and new disturbances. At first glance of the extensive DEIS released today, readers should note that the Executive Summary prepared by the U.S. Forest Service only summarizes the impacts of proposed mining. The reader should look to the rest of the document and Appendix D to see the holistic impact analysis with the voluntary and required mitigation proposed for the various resources incorporated.

The project has strong support in Idaho, with more than 1,000 people signed up as members of the Support StibniteCoalition, most of them Idaho residents.

“I have lived in Idaho since I was 17,” said Willie Sullivan, co-chair of the Support Stibnite Coalition. “I have memories of the old mining operations up at Stibnite, having roamed there as a child, and I have fond memories of hunting and fishing in the area as a child. If you’ve been to the site, you know it is a mess and needs to be cleaned up. I support Midas Gold’s plans to use modern mining to restore the site because I want my grandchildren to see this area cleaned up. Plus, the project will be a boon for our economy and provide jobs to many families in our region.”

Individuals who wish to view the document or comment on the Project can visit www.RestoreTheSite.com. Additional information about the Project and Midas Gold’s plans for site restoration, redevelopment of mining operations, reconnecting salmon to their spawning grounds, protecting the environment, jobs, and producing the critical mineral antimony, can be found at www.midasgoldidaho.com/news/deis-released/  Comments on the DEIS are due by October 13, 2020. 

Comprehensive Review of the Stibnite Gold Project

Midas Gold has been studying the Stibnite Gold Project for the past decade. During this time, the company has worked closely with regulators to provide all of the information they needed to conduct a comprehensive review of the project. Under the National Environmental Protection Act (“NEPA”), regulators need to ensure they meet the regulatory requirements to support a robust and defensible Record of Decision.

Midas Gold has delivered more than 80 reports totaling 27,522 pages of scientific data and analysis to the 11 federal, state and local agencies reviewing the Project. These documents included baseline studies, technical reports, scientific modeling data and other supporting information. During the review process, regulators made 114 requests for additional information (“RFAI”) and 22 additional requests for clarifications (“RFC”) in order to evaluate the thoroughness of the environmental impact analysis.  Midas Gold responded to all of these requests with additional data and analysis to aid regulators in their careful consideration of the proposed plan and various alternative development scenarios.

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 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, 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.

DRAFT EIS ON MIDAS GOLD’S STIBNITE GOLD PROJECT SET FOR RELEASE

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Public will have an opportunity to provide comments to regulators on the Proposed Project

VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that the United States Forest Service (“USFS”) and other regulators working on the review of the Stibnite Gold Project (“Project”) under the National Environmental Policy Act (“NEPA”), have released their quarterly Schedule of Proposed Actions (“SOPA”), which updates the NEPA permitting schedule for the Project.  The updated schedule indicates that the USFS expects to release the Draft Environmental Impact Statement (“Draft EIS”) for public review in August 2020. Once the much-anticipated Draft EIS is released, the public will have an opportunity to comment on the Project, as required by NEPA.

“Almost a decade of work has gone into studying, designing and improving the Stibnite Gold Project,” said Laurel Sayer, President & CEO of Midas Gold Idaho, Inc. “The rigors of the permitting process have provided years of additional scientific study and refinement to the Project. Once released, we are confident that the Draft EIS will clearly illustrate the remarkable opportunity we have to use responsible, modern mining as both a path to restore the ecosystem at the Stibnite site, and also provide the family-wage jobs, capital investment and critical minerals our nation so clearly needs.”

The USFS has spent the last several months working to make the Draft EIS complete, comprehensive and more accessible for the public, so stakeholders can more easily review and understand the document.  Midas Gold has worked closely with regulators to provide the technical information needed to ensure the USFS has access to the best available science and develops the best alternative possible for the Stibnite Gold Project.  The USFS brought significant additional technical resources to the review process that have worked diligently to ensure this objective is met. This additional effort should ultimately support a complete and robust record of decision (“ROD”) at the conclusion of the NEPA process. The updated schedule indicates that USFS anticipates releasing a final ROD in Q3 2021. 

During this period, Midas Gold has continued to evaluate opportunities to further refine the Project with the objective of reducing Project footprint, improving water quality and developing a sustainable ecosystem supporting healthy fish populations that can access spawning grounds in the headwaters of the East Fork of the South Fork of the Salmon River for the first time in more than 80 years.  This is an iterative process between regulators and Midas Gold designed to ensure the best outcomes for the site.

“The historical mining district where the Project is located is in desperate need of environmental repair,” said Sayer. “Mining operations undertaken by prior operators, particularly in the WWII and Korean War era, left heavy impacts on the site that were largely abandoned once mining concluded and only minimal reclamation undertaken.  Our Project was designed from the outset to use modern, responsible mining to restore the area by providing the expertise and financial resources necessary to reconnect salmon to their native spawning grounds, improve water quality and address numerous legacy issues from historical mining operations. If permitted, the Project would also provide America with its only domestically mined source of antimony and bring more than 500 family-wage jobs to rural Idaho.” 

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, there will be a minimum 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 the final ROD is published. A positive final decision would allow Midas Gold’s subsidiary, Midas Gold Idaho, Inc., 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.  Considerable supporting information on the Project and additional resources, such as questions and answers about the Project, can be found at www.midasgoldidaho.com. 

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

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 other state, federal and local government agencies and regulatory bodies; the anticipated timelines under the SOPA; the expected timing for release of the Draft EIS and the final ROD; possible outcomes of the permitting process, including the content of the Draft EIS and the support for a complete and robust ROD; the expected benefits of the Project, once permitted; and the actions to be tain by the USFS and cooperating agencies following the public comment period. 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 the review process being undertaken by the USFS and other regulators) as well as the public comment period, EIS and ROD will proceed in a timely manner and as expected; that the circumstances surrounding the COVID-19 pandemic, although evolving, will stabilize or at least not worsen; that the extent to which COVID-19 may impact the Company will not change in a materially adverse manner; 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 and other regulators (including, but not limited to, future US government shutdowns and delays related to COVID-19); 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.

MIDAS GOLD REPORTS RESULTS OF ANNUAL GENERAL MEETING

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New Directors Welcomed to the Company’s Board

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 in combination with a virtual meeting platform on May 14, 2020.  Following the meeting, Stephen Quin, President and CEO, provided those attending 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 166,645,322 million common shares were represented at the AGM, or 61.30% of the votes attached to all outstanding shares at the Company’s record date of March 16, 2020.  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	130,615,465	558,375	131,173,840	99.57%	0.43%
Jaimie Donovan	130,585,120	588,720	131,173,840	99.55%	0.45%
Brad Doores	130,597,075	576,765	131,173,840	99.56%	0.44%
Jon Goode	130,612,829	561,011	131,173,840	99.57%	0.43%
Marcelo Kim	130,627,491	546,349	131,173,840	99.58%	0.42%
Peter Nixon	130,635,475	538,365	131,173,840	99.59%	0.41%
Stephen Quin	130,710,605	463,235	131,173,840	99.65%	0.35%
Javier Schiffrin**	130,576,156	597,684	131,173,840	99.54%	0.46%

* 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.

** Subsequent to the meeting, Mr. Chris Papagianis replaced Mr. Javier Schiffrin on the board (see below).

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, 2020 (99.37% voted in favour). 

The Company’s shareholders also approved and ratified the Company’s 2011 Evergreen Incentive Stock Option Plan as required every three years under the policies of the TSX (96.41% 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. 

Director Changes

Mr. Young elected to not stand for re-election as a director at the 2020 AGM.  Midas Gold would like to thank Donald Young for his invaluable contributions to the Company’s Board and as chair of the Audit Committee over the past nine years.  

The vacancy left by Mr. Young provided the Company an opportunity to welcome Jon Goode to the Company’s Board and, subsequent to the AGM, was appointed Chair of the Audit Committee.  Mr. Goode has extensive mining and manufacturing industry experience.  During his 34 year tenure at a large Southeast Idaho phosphate mine and fertilizer complex, he has served in a variety of roles, most recently as Special Project Manager, which includes mine permitting, mitigation, contract negotiations, government relations, and accounting/tax matters.  An Idaho native and outdoor enthusiast, Mr. Goode is a Licensed Certified Public Accountant (in Idaho since 1983) and served for many years on the Board of Directors for both the Idaho Mining Association and Associated Taxpayers of Idaho, and was also a two-term member of the Bureau of Land Management’s Resource Advisory Council (Idaho Falls District) representing mineral development and recreation interests.  A 1982 graduate of Idaho State University, he is currently an elected Councilman for the City of Soda Springs, a Trustee for the American Exploration and Mining Association, and a Life Member of the Rocky Mountain Elk Foundation.

In addition, immediately following the AGM, Mr. Schiffrin stepped down from the Company’s Board and Chris Papagianis was appointed by the Board to replace him as Paulson and Co.’s second board nominee.  The Company would like to thank Mr. Schiffrin for his contribution to the Board over the past two years.  Mr. Papagianis is a Partner at Paulson & Co., where he works on a number of the firm’s largest investments.  Prior to joining Paulson, Mr. Papagianis was director of private equity at Peterson Management.  Mr. Papagianis last served in government as Special Assistant for Domestic and Economic Policy to President George W. Bush.  In this role, he guided the collaborative process within the White House to develop and implement policies, legislation, and regulations across numerous agencies.  Mr. Papagianis is a graduate of Harvard College.

“We welcome Mr. Goode and Mr. Papagianis to the Company’s Board and look forward to gaining from their experience and expertise as the Company continues to move down the path towards the permitting and development of the Stibnite Gold Project, “ said Marcelo Kim, Chairman of the Company’s Board.  “On behalf of the Board of Directors, I would like to thank Mr. Young and Mr. Schiffrin for their contributions.”

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

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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.

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

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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

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 and courses of action and expected use of proceeds and business objectives. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “anticipates”, “expects”, “understanding”, “has agreed to”, “will” or variations of such words and phrases or statements that certain actions, events or results “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 assumptions 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.

MIDAS GOLD ANNOUNCES PRIVATE PLACEMENT RE-PRICING

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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.

MIDAS GOLD ANNOUNCES US$35 MILLION PRIVATE PLACEMENT

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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.

DRAFT ENVIRONMENTAL IMPACT STATEMENT FOR STIBNITE GOLD PROJECT ADVANCING TO COMPLETION

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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

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, 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

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., 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

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.