Midas Gold to Enter Strategic Relationship With Paulson & Co. and Raise C$55.2 Million - Seite 2

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 10-day VWAP on the due date) at the Issuer's election. 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.

Midas Gold intends to finalize the potential participation by current shareholders in the Existing Shareholder Offering by the close of business on Wednesday February 24, 2016.

Conditions

Closing of the Offering is conditional upon the execution of definitive documentation, satisfaction of customary closing conditions and deliveries, the receipt of all required regulatory approvals, the entry into of an investor rights agreement between the Company and Paulson (the "Investor Rights Agreement") and the receipt of shareholder approval of the Offering, including Paulson's ownership of Common Shares (or Notes convertible into Common Shares), at the Meeting to be convened in due course. An information circular outlining the details of the Offering and the voting instructions related thereto, together with a form of proxy, will be mailed to shareholders in respect of the Meeting.

The Investor Rights Agreement will contain terms including: (i) Paulson will not acquire common shares of the Company that will cause Paulson's aggregate holdings (assuming conversion of Paulson's Notes into common shares) at any time to exceed 49.9% of the then-outstanding Common Shares; (ii) agreement to the use of proceeds in line with the Company's 3-year budget, which budget may be revised in certain circumstances in the event of a material adverse change; (iii) so long as Paulson owns 20% or more of the outstanding Common Shares (on a fully-diluted basis), the Company will not incur certain indebtedness without Paulson's prior approval, such approval not to be unreasonably withheld; (iv) the right to nominate one director for so long as Paulson owns 10% or more, and two directors for so long as Paulson owns 20% or more, of outstanding Common Shares on a fully diluted basis; (v) certain matters will require the approval of six of seven directors, including the sale of all or substantially all of the Company's assets, entering into a joint venture for the Stibnite Gold Project, a business combination of some form, equity financings in certain circumstances, and changes to the approved budget. Further, so long as Paulson owns Common Shares or Notes convertible into Common Shares representing at least 20% of outstanding Common Shares, it shall have the right, at their own pro-rata cost, to have a sale of common shares qualified by a Canadian prospectus on a demand basis up to two times per annum for minimum gross proceeds of US$10 million each, and on a piggy-back basis at any time the Company files a prospectus. In addition, so long as Paulson owns at least 10% of outstanding Common Shares (assuming conversion of Paulson's Notes), Paulson will have a right of first offer on any additional equity financing and may participate in any future security issuances to maintain its pro rata interest in the Company.